Sec Form 4 Filing - Martin Samuel Bates @ Celldex Therapeutics, Inc. - 2022-08-11

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 Martin Samuel Bates 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) SVP AND CFO (Last) (First) (Middle) C/O CELLDEX THERAPEUTICS, INC., 53 FRONTAGE ROAD, SUITE 220 3. Date of Earliest Transaction (MM/DD/YY) 08/11/2022 (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 08/11/2022 M 2,453 A $ 9.0165 26,831 D Common Stock 08/11/2022 S 2,453 D $ 37.0389( 1 ) 24,378 D Common Stock 08/12/2022 M 3,876 A $ 9.0165 28,254 D Common Stock 08/12/2022 M 13,671 A $ 2.78 41,925 D Common Stock 08/12/2022 S 14,261 D $ 36.7649( 2 ) 27,664 D Common Stock 08/12/2022 S 2,065 D $ 35.3766( 3 ) 25,599 D Common Stock 08/12/2022 S 1,221 D $ 34.6206( 4 ) 24,378 D

Table II - Derivative Securities Acqu ired, 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 Incentive Stock Option (Right to Buy) $ 9.0165 08/11/2022 M 2,453 ( 5 ) 06/13/2028 Common Stock 2,453 $ 0 7,077 D Incentive Stock Option (Right to Buy) $ 9.0165 08/12/2022 M 3,876 ( 5 ) 06/13/2028 Common Stock 3,876 $ 0 3,201 D Incentive Stock Option (Right to Buy) $ 2.78 08/12/2022 M 13,671 ( 6 ) 06/19/2029 Common Stock 13,671 $ 0 10,750 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Martin Samuel Bates C/O CELLDEX THERAPEUTICS, INC. 53 FRONTAGE ROAD, SUITE 220 HAMPTON, NJ08827 SVP AND CFO Signatures /s/ Anthony S. Marucci, attorney-in-fact for Samuel Bates Martin 08/15/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $37.00 to $37.26 per share, inclusive. The reporting person undertakes to provide to Celldex Therapeutics, Inc., any security holder of Celldex Therapeutics, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein. ( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $36.24 to $37.23 per share, inclusive. The reporting person undertakes to provide to Celldex Therapeutics, Inc., any security holder of Celldex Therapeutics, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein. ( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.88 to $35.82 per share, inclusive. The reporting person undertakes to provide to Celldex Therapeutics, Inc., any security holder of Celldex Therapeutics, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein. ( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.31 to $34.81 per share, inclusive. The reporting person undertakes to provide to Celldex Therapeutics, Inc., any security holder of Celldex Therapeutics, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein. ( 5 )As of June 13, 2022, the option is fully vested. ( 6 )25% vested on June 19, 2020 and the remainder vest quarterly (in equal amounts) over the subsequent 12 quarters.

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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