Sec Form 4/A Filing - Manning Paul B @ Candel Therapeutics, Inc. - 2021-07-29

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Manning Paul B 2. Issuer Name and Ticker or Trading Symbol Candel Therapeutics, Inc. [ CADL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O CANDEL THERAPEUTICS, INC., 117 KENDRICK ST., SUITE 450 3. Date of Earliest Transaction (MM/DD/YY) 07/29/2021 (Street) NEEDHAM, MA02494 4. If Amendment, Date Original Filed (MM/DD/YY) 08/02/2021 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 07/29/2021 C 679,158 A 679,158 I By Paul B. Manning Revocable Trust ( 2 ) Common Stock 07/29/2021 C 553,752 A 553,752 I By BKB Growth Investments, LLC ( 3 ) Common Stock 07/29/2021 P 1,625,000 A $ 8 1,681,000 D ( 4 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series B Preferred Stock ( 1 ) 07/29/2021 C 1,669,303 ( 1 ) ( 1 ) Common Stock 679,158 $ 0 0 I By Paul B. Manning Revocable Trust ( 2 ) Series B Preferred Stock ( 1 ) 07/29/2021 C 1,361,069 ( 1 ) ( 1 ) Common Stock 553,752 $ 0 0 I By BKB Growth Investments, LLC ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Manning Paul B C/O CANDEL THERAPEUTICS, INC. 117 KENDRICK ST., SUITE 450 NEEDHAM, MA02494 X X Signatures /s/ John Canepa, Attorney-in-Fact 08/04/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares of Series B Preferred Stock were convertible at any time at the holder's election and automatically converted on a one-for-2.4579 basis into shares of the Issuer's common stock immediately upon the closing of the Issuer's initial public offering ("IPO") without payment of additional consideration. The Series B Preferred Stock had no expiration date. ( 2 )The shares are held by The Paul B. Manning Revocable Trust dated May 10, 2000 (the "Trust"). The Reporting Person is the trustee of the Trust and has sole voting and investment power with respect to the shares held by the Trust. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. ( 3 )The shares are held directly by BKB Growth Investments, LLC ("BKB"). The Reporting Person is a co-manager of Tiger Lily Capital, LLC, the manager of BKB, and has shared voting and investment power with respect to the shares held by BKB. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. ( 4 )Includes shares held jointly with spouse.

Remarks: This Form 4 amends and restates the Form 4 filed by the Reporting Person on August 2, 2021 to include inadvertently omitted shares purchased in the initial public offering by the Reporting Person.

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).

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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