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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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