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. 6)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 22, 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)

 

 

 

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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       1,487,464
				9		SOLE DISPOSITIVE POWER       0
				10		SHARED DISPOSITIVE POWER       1,487,464
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON       1,487,464
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*       ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)        4.71%
14		TYPE OF REPORTING PERSON       CO

 

*	SEE INSTRUCTION BEFORE FILLING OUT

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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       1,487,464
				23		SOLE DISPOSITIVE POWER       0
				24		SHARED DISPOSITIVE POWER        1,487,464
25		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON       1,487,464
26		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*       ¨
27		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)       4.71%
28		TYPE OF REPORTING PERSON       CO

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CUSIP No. 15117B103		13D		Page 4 of 5

This Amendment No. 6 (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 15, 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 1,487,464 shares of the Common Stock (4.71% 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 1,487,464 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 15, 2009:

 

Date		No. of Shares		Price Per Share*
December 16, 2009		141,422		$	4.44
December 17, 2009		20,000		$	4.27
December 18, 2009		51,301		$	4.36
December 21, 2009		94,160		$	4.37
December 22, 2009		98,472		$	4.41

The Reporting Persons ceased to be the beneficial owner of more than five percent of Celldex’s Common Stock as of December 22, 2009.

 

Item 7.

Material to be Filed as Exhibits

Not Applicable.

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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.

 

				MEDAREX, INC.
Date: December 23, 2009				By:		/S/    SONIA VORA
				Name:		Sonia Vora
				Title:		Secretary
				BRISTOL-MYERS SQUIBB COMPANY
Date: December 23, 2009				By:		/S/    SANDRA LEUNG
				Name:		Sandra Leung
				Title:		Senior Vice President and General Counsel