SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Wright Richard M.

(Last)

(First)

(Middle)

C/O CELLDEX THERAPEUTICS, INC.

53 FRONTAGE ROAD, SUITE 220

(Street)

HAMPTON

08827

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Celldex Therapeutics, Inc. [ CLDX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. VP & CCO

3. Date of Earliest Transaction (Month/Day/Year)
12/14/2020

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/14/2020		M		11,457	A	$9.0165⁽²⁾	11,665⁽¹⁾	D
Common Stock	12/14/2020		S		11,457	D	$18.6065	208⁽¹⁾	D
Common Stock	12/14/2020		M		9,375	A	$2.78	9,583⁽¹⁾	D
Common Stock	12/14/2020		S		9,375	D	$18.6065	208⁽¹⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Incentive Stock Option	$9.0165⁽²⁾	12/14/2020		M			11,457	⁽³⁾	06/13/2028	Common Stock	11,457	$0.00	6,876⁽²⁾	D
Incentive Stock Option	$2.78	12/14/2020		M			9,375	⁽⁴⁾	06/19/2029	Common Stock	9,375	$0.00	20,625	D

Explanation of Responses:

1. On February 8, 2019, the Company implemented a one-for-fifteen reverse stock split of the Company's issued and outstanding common stock, resulting in the reporting person's ownership of 208 shares of the Company's common stock.

2. This option was previously reported as covering 275,000 shares at an exercise price of $0.6011 per share, but was adjusted to reflect the reverse stock split that occurred on February 8, 2019.

3. 25% vested on June 13, 2019 and the remainder vest quarterly (in equal amounts) over the subsequent 12 quarters.

4. 25% vested on June 19, 2020 and the remainder vest quarterly (in equal amounts) over the subsequent 12 quarters.

	/s/ Samuel B. Martin, attorney in fact for Richard M. Wright	12/16/2020
	** 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 4 (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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