Amended Statement of Ownership (sc 13g/a)
February 16 2021 - 7:24AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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Cellectar Biosciences, Inc.
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(Name of Issuer)
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Common Stock, par value $0.00001 per share
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(Title of Class of Securities)
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15117F500
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(CUSIP Number)
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December 31, 2020
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(Date of Event which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed.
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☐
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Rule 13d-1(b)
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☒
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Rule 13d-1(c)
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☐
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Rule 13d-1(d)
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*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 15117F500
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SCHEDULE 13G
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Page 2 of 8
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
North Sound Management, Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
2,164,950
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
2,164,950
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,164,950
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.8%
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12
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 15117F500
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SCHEDULE 13G
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Page 3 of 8
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brian Miller
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
2,164,950
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
2,164,950
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,164,950
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.8%
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12
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 15117F500
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SCHEDULE 13G
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Page 4 of 8
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
North Sound Trading, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
2,164,950
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
2,164,950
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,164,950
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.8%
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12
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 15117F500
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SCHEDULE 13G
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Page 5 of 8
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ITEM 1.
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(a)
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Name of Issuer:
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Cellectar Biosciences, Inc. (the “Issuer”)
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(b)
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Address of Issuer’s Principal Executive Offices:
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100 Campus Drive
Florham Park, New Jersey 07932
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ITEM 2.
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(a)
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Name of Person Filing:
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This statement is being filed on behalf of each of the following persons (each, a “Reporting Person” and, collectively, the “Reporting Persons”):
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(1) North Sound Management, Inc.
(2) Brian Miller
(3) North Sound Trading, LP
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Mr. Miller is the sole shareholder of North Sound Management, Inc., the general partner of North Sound Trading, LP.
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(b)
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Address of Principal Business Office, or if none, Residence:
The principal business address for each of the Reporting Persons is:
c/o North Sound Management, Inc.
115 East Putnam Avenue
Greenwich, CT 06830
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(c)
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Citizenship:
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See row 4 of the cover page of each Reporting Person.
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(d)
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Title of Class of Securities:
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See cover page.
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(e)
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CUSIP Number:
See cover page.
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ITEM 3.
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IF THIS STATEMENT IS FILED PURSUANT TO §240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
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Not applicable.
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ITEM 4.
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OWNERSHIP.
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The calculations of beneficial ownership percentage is based on 45,447,729 shares of Common Stock issued and outstanding as of
February 1, 2021, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on February 1, 2021.
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(a)
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Amount beneficially owned:
See row 9 of the cover page of each Reporting Person
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(b)
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Percent of class:
See row 11 of the cover page of each Reporting Person
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CUSIP No. 15117F500
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SCHEDULE 13G
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Page 6 of 8
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote:
See row 5 of the cover page of each Reporting Person.
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(ii)
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Shared power to vote or to direct the vote:
See row 6 of the cover page of each Reporting Person.
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(iii)
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Sole power to dispose or to direct the disposition of:
See row 7 of the cover page of each Reporting Person.
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(iv)
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Shared power to dispose or to direct the disposition of:
See row 8 of the cover page of each Reporting Person.
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ITEM 5.
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following ☒
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ITEM 6.
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OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
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Not applicable.
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ITEM 7.
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IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
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Not applicable.
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ITEM 8.
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IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
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Not applicable.
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ITEM 9.
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NOTICE OF DISSOLUTION OF GROUP.
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Not applicable.
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ITEM 10.
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CERTIFICATION.
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the
control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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CUSIP No. 15117F500
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SCHEDULE 13G
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Page 7 of 8
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information
set forth in this statement is true, complete and correct.
Dated: February 16, 2021
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NORTH SOUND MANAGEMENT, INC.
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By:
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/s/ Brian Miller
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Name:
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Brian Miller
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Title:
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President
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NORTH SOUND TRADING, LP
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By: North Sound Management, Inc., its
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general partner
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By:
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/s/ Brian Miller
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Name:
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Brian Miller
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Title:
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President
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/s/ Brian Miller
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Brian Miller
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CUSIP No. 15117F500
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SCHEDULE 13G
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Page 8 of 8
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Exhibit Index
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Exhibit No.
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Description
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99.1
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