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.
| MEDAREX, INC. | ||||
| Date: December 15, 2009 | By: | /s/ SONIA VORA | ||
| Name: | Sonia Vora | |||
| Title: | Secretary | |||
| BRISTOL-MYERS SQUIBB COMPANY | ||||
| Date: December 15, 2009 | By: | /s/ SANDRA LEUNG | ||
| Name: | Sandra Leung | |||
| Title: | Senior Vice President and General Counsel | |||