Form 4 PEPIN RONALD For: Sep 01 (10K)

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

PEPIN RONALD

(Last)

(First)

(Middle)

MEDAREX, INC., 707 STATE ROAD

(Street)

PRINCETON

08540

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MEDAREX INC [MEDX]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, Bus. Dev.

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (Right to Buy)

$ 14.61

09/01/2009

2,084

⁽¹⁾

02/18/2012

Common Stock

2,084

$ 16

Stock Option (Right to Buy)

$ 7.16

09/01/2009

50,000

⁽²⁾

10/13/2013

Common Stock

50,000

$ 16

Stock Option (Right to Buy)

$ 5.61

09/01/2009

45,000

⁽³⁾

07/25/2014

Common Stock

45,000

$ 16

Stock Option (Right to Buy)

$ 9.9

09/01/2009

100,000

⁽⁴⁾

09/05/2015

Common Stock

100,000

$ 16

Stock Option (Right to Buy)

$ 14.89

09/01/2009

50,000

⁽⁵⁾

09/18/2011

Common Stock

50,000

$ 16

Stock Option (Right to Buy)

$ 14.61

09/01/2009

47,916

⁽⁶⁾

02/18/2012

Common Stock

47,916

$ 16

Stock Option (Right to Buy)

$ 8.11

09/01/2009

100,000

⁽⁷⁾

07/10/2012

Common Stock

100,000

$ 16

Stock Option (Right to Buy)

$ 6.33

09/01/2009

60,000

⁽⁸⁾

09/07/2013

Common Stock

60,000

$ 16

Stock Option (Right to Buy)

$ 14.92

09/01/2009

70,000

⁽⁹⁾

05/16/2017

Common Stock

70,000

$ 16

Stock Option (Right to Buy)

$ 9.07

09/01/2009

53,400

⁽¹⁰⁾

03/02/2018

Common Stock

53,400

$ 16

Stock Option (Right to Buy)

$ 3.72

09/01/2009

53,400

⁽¹¹⁾

03/04/2019

Common Stock

53,400

$ 16

Restricted Stock Units

⁽¹²⁾

09/01/2009

17,800

⁽¹³⁾

⁽²⁰⁾

Common Stock

17,800

$ 16

Restricted Stock Units

⁽¹²⁾

09/01/2009

17,800

⁽¹⁴⁾

⁽¹⁷⁾

Common Stock

17,800

$ 16

Restricted Stock Units

⁽¹²⁾

09/01/2009

10,048

⁽¹⁵⁾

⁽¹⁸⁾

Common Stock

10,048

$ 16

Restricted Stock Units

⁽¹²⁾

09/01/2009

5,655

⁽¹⁶⁾

⁽¹⁹⁾

Common Stock

5,655

$ 16

Explanation of Responses:

1. This option was canceled in the merger in exchange for a cash payment of $2,896.76, represening the difference between the exercise price of the option and the merger consideration ($16 per share) pursuant to the Merger Agreement between the issuer and Bristol-Myers Squibb.

2. This option was canceled in the merger in exchange for a cash payment of $442,250.51, represening the difference between the exercise price of the option and the merger consideration ($16 per share) pursuant to the Merger Agreement between the issuer and Bristol-Myers Squibb.

3. This option was canceled in the merger in exchange for a cash payment of $467,667.01, represening the difference between the exercise price of the option and the merger consideration ($16 per share) pursuant to the Merger Agreement between the issuer and Bristol-Myers Squibb.

4. This option was canceled in the merger in exchange for a cash payment of $610,000.00, represening the difference between the exercise price of the option and the merger consideration ($16 per share) pursuant to the Merger Agreement between the issuer and Bristol-Myers Squibb.

5. This option was canceled in the merger in exchange for a cash payment of $55,500.00, represening the difference between the exercise price of the option and the merger consideration ($16 per share) pursuant to the Merger Agreement between the issuer and Bristol-Myers Squibb.

6. This option was canceled in the merger in exchange for a cash payment of $66,603.24, represening the difference between the exercise price of the option and the merger consideration ($16 per share) pursuant to the Merger Agreement between the issuer and Bristol-Myers Squibb.

7. This option was canceled in the merger in exchange for a cash payment of $789,000.00, represening the difference between the exercise price of the option and the merger consideration ($16 per share) pursuant to the Merger Agreement between the issuer and Bristol-Myers Squibb.

8. This option was canceled in the merger in exchange for a cash payment of $580,200.00, represening the difference between the exercise price of the option and the merger consideration ($16 per share) pursuant to the Merger Agreement between the issuer and Bristol-Myers Squibb.

9. This option was canceled in the merger in exchange for a cash payment of $75,950.00, represening the difference between the exercise price of the option and the merger consideration ($16 per share) pursuant to the Merger Agreement between the issuer and Bristol-Myers Squibb.

10. This option was canceled in the merger in exchange for a cash payment of $370,329.00, represening the difference between the exercise price of the option and the merger consideration ($16 per share) pursuant to the Merger Agreement between the issuer and Bristol-Myers Squibb.

11. This option was canceled in the merger in exchange for a cash payment of $655,752.00, represening the difference between the exercise price of the option and the merger consideration ($16 per share) pursuant to the Merger Agreement between the issuer and Bristol-Myers Squibb.

12. Each restricted stock unit represents a contingent right to receive one (1) share of Medarex, Inc. common stock.

13. This restricted stock unit was canceled in the merger in exchange for a cash payment of $213,600.00, based on the merger consideration ($16 per share) pursuant to a Merger Agreement between issuer and Bristol-Myers Squibb.

14. This restricted stock unit was canceled in the merger in exchange for a cash payment of $284,800.00, based on the merger consideration ($16 per share) pursuant to a Merger Agreement between issuer and Bristol-Myers Squibb.

15. This restricted stock unit was canceled in the merger in exchange for a cash payment of $160,768.00, based on the merger consideration ($16 per share) pursuant to a Merger Agreement between issuer and Bristol-Myers Squibb.

16. This restricted stock unit was canceled in the merger in exchange for a cash payment of $90,480.00, based on the merger consideration ($16 per share) pursuant to a Merger Agreement between issuer and Bristol-Myers Squibb.

17. Receipt of the restricted stock units was deferred until March 5, 2016.

18. Receipt of the restricted stock units was deferred until February 7, 2013.

19. Receipt of the restricted stock units was deferred until February 7, 2010.

20. The restricted stock units vested ratably over four years beginning on March 3, 2008.

	Beth A. Behrend, Attorney-in-Fact	09/03/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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