Sec Form 4 Filing - McMahon Gerald PhD @ Celldex Therapeutics, Inc. - 2018-07-02

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
McMahon Gerald PhD
2. Issuer Name and Ticker or Trading Symbol
Celldex Therapeutics, Inc. [ CLDX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O CELLDEX THERAPEUTICS, INC., 53 FRONTAGE ROAD, SUITE 220
3. Date of Earliest Transaction (MM/DD/YY)
07/02/2018
(Street)
HAMPTON, NJ08827
4. If Amendment, Date Original Filed (MM/DD/YY)
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, par value $0.001 per share 07/02/2018 F 2,813 D $ 0.5036 194,923 ( 1 ) ( 2 ) 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 (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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
McMahon Gerald PhD
C/O CELLDEX THERAPEUTICS, INC.
53 FRONTAGE ROAD, SUITE 220
HAMPTON, NJ08827
X
Signatures
/s/ Samuel B. Martin, attorney-in-fact for Gerald McMahon 07/03/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On November 28, 2016, in connection with the Reporting Person's employment separation agreement with Kolltan Pharmaceuticals, Inc., Reporting Person entered into a severance agreement (the "Severance Agreement") with Celldex Therapeutics, Inc. ("Issuer") whereby Issuer agreed to pay Reporting Person 267,356 shares of its common stock, par value $0.001 per share ("Common Stock") less required tax and other withholdings (the "Withholdings".) The Reporting Person previously reported ownership of such 267,356 shares on his Form 3 filed with the Securities and Exchange Commission on December 15, 2016. The shares, less Withholdings, are issuable to Reporting Person in equal installments through December 2018.
( 2 )Pursuant to the Severance Agreement, on July 2, 2018, the Issuer issued 5,541 shares of its Common Stock to the Reporting Person. This Form 4 reflects the disposition to the Issuer of 2,813 shares of its Common Stock to satisfy required Withholdings in connection with such issuance of Common Stock to the Reporting Person.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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