Celldex Therapeutics, Inc. — Major Shareholding Notification 2009

Dec 15, 2009

SC 13D/A 1 dsc13da.htm SCHEDULE 13D AMENDMENT NO. 5 Schedule 13D Amendment No. 5

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)

(Amendment No. 5) 1

Celldex Therapeutics, Inc.

(Name of Issuer)

Common Stock par value $0.001 per share

(Title Class of Securities)

15117B103

(CUSIP Number)

Bristol-Myers Squibb Company

345 Park Avenue

New York, New York 10154

(212) 546-4000

Attn: General Counsel

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 14, 2009

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes )

CUSIP No. 15117B103 13D Page 2 of 5

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION OF ABOVE PERSON Medarex, Inc. IRS Identification Number 22-2822175
2	CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP* (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS* AF, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ¨
6	CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 1,892,819
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 1,892,819
11	AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 1,892,819
12	CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
13	PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 5.99%
14	TYPE OF REPORTING
PERSON CO

• SEE INSTRUCTION BEFORE FILLING OUT

CUSIP No. 15117B103 13D Page 3 of 5

15	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION OF ABOVE PERSON Bristol-Myers Squibb Company IRS Identification Number 22-0790350
16	CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP* (a) ¨ (b) ¨
17	SEC USE ONLY
18	SOURCE OF FUNDS* AF, OO
19	CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) x
20	CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	21	SOLE VOTING POWER 0
	22	SHARED VOTING POWER 1,892,819
	23	SOLE DISPOSITIVE POWER 0
	24	SHARED DISPOSITIVE POWER 1,892,819
25	AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 1,892,819
26	CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
27	PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 5.99%
28	TYPE OF REPORTING
PERSON CO

CUSIP No. 15117B103 13D Page 4 of 5

This Amendment No. 5 (the “Schedule 13D/A”) amends the Statement on Schedule 13D/A (the “Schedule 13D”) filed with the Securities and Exchange Commission (the “SEC”) on December 9, 2009 by Medarex, Inc. (“Medarex”) and Bristol-Myers Squibb Company (“Bristol-Myers” and together with Medarex, the “Reporting Persons”). The number of securities beneficially owned by the Reporting Persons has materially decreased. The Schedule 13D is amended as follows and, except as otherwise provided herein, all items of the Schedule 13D remain unchanged.

ITEM 5. Interest in Securities of the Issuer

The Reporting Persons beneficially own 1,892,819 shares of the Common Stock (5.99% of the Celldex’s issued and outstanding shares of Common Stock, based upon information set forth in the Celldex’s Form 10-Q for the quarter ended September 30, 2009, indicating that 31,602,188 shares of Common Stock were issued and outstanding on September 30, 2009). The Reporting Persons share voting and investment power with regard to all 1,892,819 shares of Common Stock that they beneficially own. To the knowledge of the Reporting Persons, none of the officers and directors of the Reporting Persons is the beneficial owner of any shares of the Common Stock of Celldex.

The following dispositions of Common Stock were effected on the following dates and at the following prices since the most recent filing of Schedule 13D/A on December 9, 2009:

Date	No. of Shares	Price Per Share*
December 10, 2009	49,500	$ 4.53
December 11, 2009	106,235	$ 4.44
December 14, 2009	305,000	$ 4.76
December 15, 2009	121,393	$ 4.44

ITEM 7. Material to be Filed as Exhibits

Not Applicable.

CUSIP No. 15117B103 13D Page 5 of 5

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: December 15, 2009	MEDAREX, INC. — By:	/s/ S ONIA V ORA
	Name:	Sonia Vora
	Title:	Secretary
	BRISTOL-MYERS SQUIBB COMPANY
Date: December 15, 2009	By:	/s/ S ANDRA L EUNG
	Name:	Sandra Leung
	Title:	Senior Vice President and General Counsel