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* SHANNON TIMOTHY M (Last) (First) (Middle) C/O CELLDEX THERAPEUTICS, INC. 119 FOURTH AVENUE (Street) NEEDHAM MA 02494 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/01/2009	3. Issuer Name and Ticker or Trading Symbol Celldex Therapeutics, Inc. [ CLDX ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 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) 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 $.001 per share(1)	66,212	D

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
Stock Option (right to purchase)(2)	10/01/2009	01/20/2019	Common Stock, par value $.001 per share	155,986	$2.48	D
Stock Option (right to purchase)(3)	10/01/2009	09/25/2017	Common Stock, par value $.001 per share	68,475	$4.89	D
Stock Option (right to purchase)(4)	10/01/2009	09/25/2017	Common Stock, par value $.001 per share	68,475	$4.89	D

Explanation of Responses:

1. Received in exchange for 241,740 shares of CuraGen, Corp. ("CuraGen") common stock, at an exchange ratio of .2739, in connection with the merger of CuraGen with and into Cottrell Merger Sub, Inc., a direct wholly-owned subsidiary of Celldex Therapeutics, Inc. (the "Merger").

2. Received in the Merger in exchange for a stock option to acquire 569,500 shares of CuraGen common stock for $.68 per share.

3. Received in the Merger in exchange for a stock option to acquire 250,000 shares of CuraGen common stock for $1.34 per share.

4. Received in the Merger in exchange for a stock option to acquire 250,000 shares of CuraGen common stock for $1.34 per share

	/s/ Timothy Shannon	10/06/2009
	** 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).
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