FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Crowley Elizabeth

2. Date of Event Requiring Statement (MM/DD/YYYY)
8/10/2016 

3. Issuer Name and Ticker or Trading Symbol

Celldex Therapeutics, Inc. [CLDX]

(Last)        (First)        (Middle)

C/O CELLDEX THERAPEUTICS, INC., 53 FRONTAGE ROAD, SUITE 220

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

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
SVP, Chief Product Dev Officer /

(Street)

HAMPTON, NJ 08827       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common stock, par value $0.001 per share   7322   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy)     (1) 1/21/2020   Common Stock   20000   $4.50   D    
Employee Stock Option (right to buy)     (2) 8/5/2021   Common Stock   15000   $2.80   D    
Employee Stock Option (right to buy)     (3) 9/20/2022   Common Stock   30000   $6.37   D    
Employee Stock Option (right to buy)     (4) 7/1/2023   Common Stock   30000   $16.36   D    
Employee Stock Option (right to buy)     (5) 6/4/2024   Common Stock   31000   $13.45   D    
Employee Stock Option (right to buy)     (6) 6/10/2025   Common Stock   75000   $25.41   D    
Employee Stock Option (right to buy)     (7) 6/8/2026   Common Stock   81000   $4.72   D    

Explanation of Responses:
( 1)  The option became exercisable as to 25% of the shares on 1/21/2011 and the remaining shares vested quarterly (in equal amounts) over the subsequent 12 quarters. This option is currently fully vested.
( 2)  The option became exercisable as to 25% of the shares on 8/5/2012 and the remaining shares vested quarterly (in equal amounts) over the subsequent 12 quarters. This option is currently fully vested.
( 3)  The option became exercisable as to 25% of the shares on 9/20/2013 and the remaining shares vest quarterly (in equal amounts) over the subsequent 12 quarters.
( 4)  The option became exercisable as to 25% of the shares on 7/1/2014 and the remaining shares vest quarterly (in equal amounts) over the subsequent 12 quarters.
( 5)  The option became exercisable as to 25% of the shares on 6/4/2015 and the remaining shares vest quarterly (in equal amounts) over the subsequent 12 quarters.
( 6)  The option became exercisable as to 25% of the shares on 6/10/2016 and the remaining shares vest quarterly (in equal amounts) over the subsequent 12 quarters.
( 7)  The option becomes exercisable as to 25% of the shares on 6/8/2017 and the remaining shares vest quarterly (in equal amounts) over the subsequent 12 quarters.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Crowley Elizabeth
C/O CELLDEX THERAPEUTICS, INC.
53 FRONTAGE ROAD, SUITE 220
HAMPTON, NJ 08827


SVP, Chief Product Dev Officer

Signatures
/s/ Anthony S. Marucci, attorney-in-fact for Elizabeth Crowley 8/12/2016
** 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 5(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 control number.
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