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
                                                                                  
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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 * Friend John E. II 2. Issuer Name and Ticker or Trading Symbol Cellectar Biosciences, Inc. [ CLRB ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Medical Officer
(Last)         (First)         (Middle)
C/O CELLECTAR BIOSCIENCES, INC., 100 CAMPUS DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)
3/4/2021
(Street)
FLORHAM PARK, NJ 07932
(City)       (State)       (Zip)
4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock option (right to buy)  $1.74  3/4/2021    A     330000       (1) 3/4/2021  Common Stock  330000  $0  330000  D   

Explanation of Responses:
(1)  This option grant is a contingent grant subject to the following conditions: (i) approval by Cellectar's stockholders of shares available under Cellectar's equity incentive plans at Cellectar's 2021 annual meeting of stockholders or other special meeting of stockholders called for such purpose; and (ii) to the extent stockholder approval is received, the grant shall vest over a period of three years from the grant date, with 1/3 vesting on the first anniversary of the grant date and the remainder vesting in 24 equal monthly installments over a 24 month period beginning on the first anniversary of the grant date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Friend John E. II
C/O CELLECTAR BIOSCIENCES, INC.
100 CAMPUS DRIVE
FLORHAM PARK, NJ 07932


Chief Medical Officer

Signatures
/s/ Christina Blakley, attorney-in-fact for John E. Friend II 3/5/2021
**Signature of Reporting Person Date