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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Cormorant Asset Management, LLC

(Last) (First) (Middle)
100 HIGH STREET, SUITE 1105

(Street)
BOSTON MA 02110

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
08/15/2014
3. Issuer Name and Ticker or Trading Symbol
Cellectar Biosciences, Inc. [ CLRB ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 530,000 I See Footnote(1)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: 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
Warrants 08/20/2014 08/20/2019 Common Stock 530,000 $0.01 I See Footnote(1)
1. Name and Address of Reporting Person*
Cormorant Asset Management, LLC

(Last) (First) (Middle)
100 HIGH STREET, SUITE 1105

(Street)
BOSTON MA 02110

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Chen Bihua

(Last) (First) (Middle)
C/O CORMORANT ASSET MANAGEMENT, LLC
100 HIGH STREET, SUITE 1105

(Street)
BOSTON MA 02110

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Cormorant Global Healthcare GP, LLC

(Last) (First) (Middle)
100 HIGH STREET, SUITE 1105

(Street)
BOSTON MA 02110

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Cormorant Global Healthcare Master Fund, LP

(Last) (First) (Middle)
100 HIGH STREET
SUITE 1105

(Street)
BOSTON DC 02110

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The securities reported herein are held by Cormorant Global Healthcare Master Fund, LP (the "Fund"). Mr. Laughlin serves as manager of North Tide. Cormorant Global Healthcare GP, LLC (the "GP") serves as the general partner of the Fund, and Cormorant Asset Management, LLC (the "Manager") serves as the investment manager of the Fund. Bihua Chen serves as the managing member of the GP and the Manager. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or her pecuniary interest therein, and the filing of this Form 3 shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any such shares for purposes of Section 16(a) of the Securities Exchange Act of 1934 or for any other purpose.
Remarks:
/s/ Bihua Chen, Managing Member of Cormorant Global Healthcare GP, LLC, General Partner of CORMORANT GLOBAL HEALTHCARE MASTER FUND, LP 09/05/2014
/s/ Bihua Chen, Managing Member of CORMORANT GLOBAL HEALTHCARE GP, LLC 09/05/2014
/s/ Bihua Chen, Managing Member of CORMORANT ASSET MANAGEMENT, LLC 09/05/2014
/s/ Bihua Chen 09/05/2014
** 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).
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