Edgar Filing: MEDAREX INC

Ownership Submission

FORM 4

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

DRAKEMAN DONALD L

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

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

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
President & Chief Executive

(Last)

(First)

(Middle)

MEDAREX, INC., 707 STATE ROAD

3. Date of Earliest Transaction (Month/Day/Year)
04/19/2006

(Street)

PRINCETON, NJ 08540

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $.01 par value per share	04/19/2006		M		40,000	A	$ 3.22	295,612	D
Common Stock, $.01 par value per share								30,000	I	by Spouse
Common Stock, $.01 par value per share								43,072	I	by Children
Common Stock, $.01 par value per share								13,513	I	by Trusts ⁽¹⁾
Common Stock, $.01 par value per share								57,657	I	by GRAT ⁽²⁾
Common Stock, $.01 par value per share								41,546	I	By GRAT ⁽¹⁰⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 Options (Right to Buy)

$ 3.43

11/01/1999

224,000

05/01/1999

10/31/2009

Common Stock

224,000

$ 0

224,000

Stock Options (Right to Buy)

$ 45.2

10/13/2000

43,788

04/13/2001

10/12/2010

Common Stock

43,788

$ 0

43,788

Stock Options (Right to Buy)

$ 45.2

10/13/2000

2,212

10/13/2001

10/12/2010

Common Stock

2,212

$ 0

2,212

Stock Options (Right to Buy)

$ 27.81

01/09/2001

116,405

07/09/2001

01/08/2011

Common Stock

116,405

$ 0

116,405

Stock Options (Right to Buy)

$ 27.81

01/09/2001

3,595

01/09/2002

01/08/2011

Common Stock

3,595

$ 0

3,595

Stock Options (Right to Buy)

$ 12.9

09/19/2001

400,000

09/19/2002⁽³⁾

09/18/2011

Common Stock

400,000

$ 0

400,000

Stock Options (Right to Buy)

$ 6.37

07/11/2002

300,000

07/11/2003⁽⁴⁾

07/10/2012

Common Stock

300,000

$ 0

300,000

Stock Options (Right to Buy)

$ 2.8

03/06/2003

107,000

03/06/2004⁽⁵⁾

03/05/2013

Common Stock

107,000

$ 0

107,000

Stock Options (Right to Buy)

$ 5.59

07/24/2003

14,000

01/24/2004

07/23/2013

Common Stock

14,000

$ 0

14,000

Stock Options (Right to Buy)

$ 7.155

10/14/2003

500,000

10/14/2004⁽⁷⁾

10/13/2013

Common Stock

500,000

$ 0

500,000

Stock Options (Right to Buy)

$ 0

08/08/1988⁽⁸⁾

Common Stock

278,000

by Spouse ⁽⁶⁾

Stock Options (Right to Buy)

$ 5.61

07/26/2004

350,000

07/26/2005⁽⁹⁾

07/25/2014

Common Stock

350,000

$ 0

350,000

Phantom Stock Units ⁽¹³⁾

$ 0 ⁽¹³⁾

02/08/2005

88,608 ⁽¹³⁾

02/08/2005⁽¹³⁾

02/08/2008⁽¹³⁾

Common Stock

88,608 ⁽¹³⁾

$ 0

88,608 ⁽¹³⁾

Stock Options (Right to Buy)

$ 9.9

09/06/2005

500,000

09/06/2006⁽¹¹⁾

09/05/2015

Common Stock

500,000

$ 0

500,000

Phantom Stock Units ⁽¹⁴⁾

$ 0 ⁽¹⁴⁾

02/24/2006

46,133 ⁽¹⁴⁾

02/24/2006⁽¹⁴⁾

02/24/2009⁽¹⁴⁾

Common Stock

46,133 ⁽¹⁴⁾

$ 0

46,133 ⁽¹⁴⁾

Phantom Stock Units ⁽¹²⁾

$ 0 ⁽¹²⁾

03/02/2004

64,190 ⁽¹²⁾

03/02/2004⁽¹²⁾

03/02/2012⁽¹²⁾

Common Stock

64,190

$ 0

64,190 ⁽¹²⁾

Stock Options (Right to Buy)

$ 3.22

04/19/2006

40,000

08/24/1996

04/23/2006

Common Stock

40,000

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
DRAKEMAN DONALD L MEDAREX, INC. 707 STATE ROAD PRINCETON, NJ 08540	X		President & Chief Executive

Signatures

Donald L. Drakeman		04/21/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Represents shares previously contributed by Dr. Drakeman to a grantor retained annuity trust, which expired by its terms on December 30, 2005. Effective December 31, 2005, these shares were placed in two separate trusts for the benefit of Dr. Drakeman's children. Dr. Lisa N. Drakeman, Dr. Drakeman's spouse, is the trustee for said trusts and exercises voting and investment control over the shares held in such trusts. Dr. Drakeman disclaims beneficial ownership of all such shares.
(2)	These shares were previously reported as directly beneficially owned, but were contributed to a grantor retained annuity trust on August 28, 2003.
(3)	Options representing 100,000 shares vested on September 19,2002. The remaining options vested in 36 equal monthly installments beginning on October 19,2002.
(4)	Options representing 75,000 shares vested on July 11, 2003. The remaining options vested in 36 equal monthly installments beginning on August 11, 2003.
(5)	Options representing 26,750 shares vested on March 6, 2004. The remaining options vest in 36 equal monthly installments beginning on April 6, 2004.
(6)	In addition to the options set forth above, Dr. Drakeman may be deemed to be the indirect beneficial owner of options covering an aggregate of 278,000 shares of Company common stock, which are owned by his wife. Dr. Drakeman disclaims beneficial ownership of all such securities.
(7)	Options representing 125,000 shares vested on October 14, 2004. The remaining options vest in 36 equal monthly installments beginning November 14, 2004.
(8)	In the Section 16 Electronic Reporting Frequently Asked Questions released by the SEC on May 1, 2003, the SEC has designated "08/08/1988" as a "dummy date" until the electronic system is modified. 08/08/1988 is not a transaction date related to these securities.
(9)	Options representing 87,500 shares vested on July 26, 2005. The remaining options vest in 36 equal monthly installments beginning August 26, 2005.
(10)	These shares were previously reported as directly beneficially owned, but were contributed to a grantor retained annuity trust on September 9, 2004.
(11)	Options representing 125,000 shares vest on September 6, 2006. The remaining options vest in 36 equal monthly installments beginning October 6, 2006.
(12)	Represents phantom stock units convertible into shares of the Company's common stock on a 1-for-1 basis. The phantom stock units are settled 100% in shares of the Company's common stock. These units were previously reported as being subject to settlement and distribution on March 2, 2007. On March 1, 2006, Dr. Drakeman elected to defer distribution of such phantom stock units from March 2, 2007 to March 2, 2012. Phantom stock units representing 40,744 shares vest immediately. The remaining phantom stock units vest in three equal annual installments beginning on March 2, 2005.
(13)	Represents phantom stock units convertible into shares of the Company's common stock on a 1-for-1 basis. The phantom stock units are to be settled 100% in shares of the Company's common stock on February 8, 2008. Phantom stock units representing 55,380 shares vest immediately. The remaining phantom stock units vest in three equal annual installments beginning on February 8, 2006.
(14)	Represents phantom stock units convertible into shares of the Company's common stock on a 1-for-1 basis. The phantom stock units are to be settled 100% in shares of the Company's common stock on February 24, 2009. Phantom stock units representing 28,833 shares vest immediately. The remaining phantom stock units vest in three equal annual installments beginning on February 24, 2007.

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