0000899140-13-000266.txt : 20130405 0000899140-13-000266.hdr.sgml : 20130405 20130405165740 ACCESSION NUMBER: 0000899140-13-000266 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130405 DATE AS OF CHANGE: 20130405 GROUP MEMBERS: S.A.C. CAPITAL ADVISORS INC. GROUP MEMBERS: STEVEN A. COHEN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Celldex Therapeutics, Inc. CENTRAL INDEX KEY: 0000744218 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 133191702 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-37761 FILM NUMBER: 13746539 BUSINESS ADDRESS: STREET 1: 119 FOURTH AVE CITY: NEEDHAM STATE: MA ZIP: 02494 BUSINESS PHONE: 7814330771 MAIL ADDRESS: STREET 1: 119 FOURTH AVE CITY: NEEDHAM STATE: MA ZIP: 02494-2725 FORMER COMPANY: FORMER CONFORMED NAME: AVANT IMMUNOTHERAPEUTICS INC DATE OF NAME CHANGE: 19980828 FORMER COMPANY: FORMER CONFORMED NAME: T CELL SCIENCES INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SAC Capital Advisors LP CENTRAL INDEX KEY: 0001451928 IRS NUMBER: 943448715 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 72 CUMMINGS POINT ROAD CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 2038902000 MAIL ADDRESS: STREET 1: 72 CUMMINGS POINT ROAD CITY: STAMFORD STATE: CT ZIP: 06902 SC 13G 1 s9372086.htm SCHEDULE 13G s9372086.htm
 
 

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


SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

CELLDEX THERAPEUTICS, INC.
(Name of Issuer)

Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)

15117B103
(CUSIP Number)

April 1, 2013
(Date of Event which Requires Filing
of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 
[    ]
Rule 13d-1(b)
 
[X]
Rule 13d-1(c)
 
[   ]
Rule 13d-1(d)
 
*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 the 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).
 
 
 
Page 1 of 8
 
 
 
CUSIP No. 15117B103                                                 
13G
Page    2    of    8     Pages

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
S.A.C. Capital Advisors, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)   o
(b)   x      
 
3
SEC USE ONLY
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
3,931,355 (see Item 4)
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
3,931,355 (see Item 4)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,931,355 (see Item 4)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
   o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
4.9% (see  Item 4)
12
TYPE OF REPORTING PERSON*
 
PN
*SEE INSTRUCTION BEFORE FILLING OUT
 
 
 
 
Page 2 of 8
 
 
 
 
 
 
CUSIP No. 15117B103                                                 
13G
Page    3    of    8     Pages

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
S.A.C. Capital Advisors, Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)   o
(b)   x
 
3
SEC USE ONLY
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
3,931,355 (see Item 4)
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
3,931,355 (see Item 4)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,931,355 (see Item 4)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
   o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
4.9% (see Item 4)
12
TYPE OF REPORTING PERSON*
 
CO
*SEE INSTRUCTION BEFORE FILLING OUT
 
 
 
 
 
 
Page 3 of 8
 
 
 
 
CUSIP No. 15117B103                                                 
13G
Page    4    of    8     Pages

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Steven A. Cohen
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)   o
(b)   x
 
3
SEC USE ONLY
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
3,931,355 (see Item 4)
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
3,931,355 (see Item 4)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,931,355 (see Item 4)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
4.9% (see Item 4)
12
TYPE OF REPORTING PERSON*
 
IN
*SEE INSTRUCTION BEFORE FILLING OUT
 
 
 
 
 
Page 4 of 8
 
 
 
 
Item 1(a)
Name of Issuer:
   
 
Celldex Therapeutics, Inc.
   
Item 1(b)
Address of Issuer's Principal Executive Offices:
   
 
119 Fourth Avenue, Needham, Massachusetts 02494
   
Item 2(a)
Name of Person Filing:
   
 
This statement is filed by: (i) S.A.C. Capital Advisors, L.P. (“SAC Capital Advisors LP”) with respect to shares of Common Stock, par value $0.001 per share (“Shares”), of the Issuer beneficially owned by S.A.C. Capital Associates, LLC (“SAC Capital Associates”) and S.A.C. MultiQuant Fund, L.P. (“SAC MultiQuant Fund”); (ii) S.A.C. Capital Advisors, Inc. (“SAC Capital Advisors Inc.”) with respect to Shares beneficially owned by SAC Capital Advisors LP, SAC Capital Associates and SAC MultiQuant Fund; (iii) Steven A. Cohen with respect to Shares beneficially owned by SAC Capital Advisors LP, SAC Capital Advisors Inc., SAC Capital Associates and SAC MultiQuant Fund.
   
 
SAC Capital Advisors LP, SAC Capital Advisors Inc. and Steven A. Cohen have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act.
   
Item 2(b)
Address or Principal Business Office:
   
 
The address of the principal business office of SAC Capital Advisors LP, SAC Capital Advisors Inc. and Mr. Cohen is 72 Cummings Point Road, Stamford, Connecticut 06902.
   
Item 2(c)
Citizenship:
   
 
SAC Capital Advisors LP is a Delaware limited partnership.  SAC Capital Advisors Inc. is a Delaware corporation.  Mr. Cohen is a United States citizen.
   
Item 2(d)
Title of Class of Securities:
   
 
Common Stock, Par Value $0.001 Per Share
   
Item 2(e)
CUSIP Number:
   
 
15117B103
   
Item 3
Not Applicable
 
 
 
 
 
Page 5 of 8
 
 
 
 
Item 4
Ownership:
   
 
The percentages used herein are calculated based upon the Shares of common stock issued and outstanding as of February 28, 2013 as reported on the Issuer's annual report on Form 10-K filed with the Securities and Exchange Commission by the Issuer for the fiscal year ended December 31, 2012.
   
 
As of the close of business on April 4, 2013:
   
 
1.  S.A.C. Capital Advisors, L.P.
 
(a) Amount beneficially owned: 3,931,355
 
(b) Percent of class: 4.9%
 
(c)(i) Sole power to vote or direct the vote: -0-
 
(ii) Shared power to vote or direct the vote: 3,931,355
 
(iii) Sole power to dispose or direct the disposition: -0-
 
(iv) Shared power to dispose or direct the disposition: 3,931,355
   
 
2.  S.A.C. Capital Advisors, Inc.
 
(a) Amount beneficially owned: 3,931,355
 
(b) Percent of class: 4.9%
 
(c)(i) Sole power to vote or direct the vote: -0-
 
(ii) Shared power to vote or direct the vote: 3,931,355
 
(iii) Sole power to dispose or direct the disposition: -0-
 
(iv) Shared power to dispose or direct the disposition: 3,931,355
   
 
3.  Steven A. Cohen
 
(a) Amount beneficially owned: 3,931,355
 
(b) Percent of class: 4.9%
 
(c)(i) Sole power to vote or direct the vote: -0-
 
(ii) Shared power to vote or direct the vote: 3,931,355
 
(iii) Sole power to dispose or direct the disposition: -0-
 
(iv) Shared power to dispose or direct the disposition: 3,931,355
   
 
SAC Capital Advisors LP, SAC Capital Advisors Inc. and Mr. Cohen own directly no Shares.  Pursuant to an investment management agreement, SAC Capital Advisors LP maintains investment and voting power with respect to the securities held by SAC Capital Associates and SAC MultiQuant Fund.  SAC Capital Advisors Inc. is the general partner of SAC Capital Advisors LP.  Mr. Cohen controls SAC Capital Advisors Inc.  By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, each of SAC Capital Advisors LP, SAC Capital Advisors Inc. and Mr. Cohen may be deemed to beneficially own 3,931,355 Shares (constituting approximately 4.9% of the Shares outstanding).  Each of SAC Capital Advisors LP, SAC Capital Advisors Inc. and Mr. Cohen disclaims beneficial ownership of any of the securities covered by this statement.
   
 
 
 
 
 
Page 6 of 8
 
 
 
Item 5
Ownership of Five Percent or Less of a Class:
   
 
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.  x
   
Item 6
Ownership of More than Five Percent on Behalf of Another Person:
   
 
Not Applicable
   
Item 7
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:
   
 
Not Applicable
   
Item 8
Identification and Classification of Members of the Group:
   
 
Not Applicable
   
Item 9
Notice of Dissolution of Group:
   
 
Not Applicable
   
Item 10
Certification:
 
By signing below the signatory certifies that, to the best of his 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.
 
 
 
 
Page 7 of 8
 
 
 
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: April 5, 2013


S.A.C. CAPITAL ADVISORS, L.P.
 
By: /s/ Peter Nussbaum                                                    
Name:  Peter Nussbaum
Title:  Authorized Person
 
 
S.A.C. CAPITAL ADVISORS, INC.
 
By: /s/ Peter Nussbaum                                                    
Name:  Peter Nussbaum
Title:  Authorized Person

 
STEVEN A. COHEN
 
By: /s/ Peter Nussbaum                                                    
Name:  Peter Nussbaum
Title:  Authorized Person
 
 
 
 
 
 
 
Page 8 of 8
 EX-99.1 2 s9372086a.htm JOINT FILING AGREEMENT s9372086a.htm
 
Exhibit 99.1
JOINT FILING AGREEMENT

The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.
 
Dated: April 5, 2013

S.A.C. CAPITAL ADVISORS, L.P.
 
By:   /s/ Peter Nussbaum                                                   
Name:  Peter Nussbaum
Title:  Authorized Person
 
 
S.A.C. CAPITAL ADVISORS, INC.
 
By:   /s/ Peter Nussbaum                                                   
Name:  Peter Nussbaum
Title:  Authorized Person

 
STEVEN A. COHEN

By:   /s/ Peter Nussbaum                                                   
Name:  Peter Nussbaum
Title:  Authorized Person