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Filing Details

Accession Number:: 0001676051-16-000003
Form Type:: 5
Zero Holdings:: No
Publication Time:: 2016-06-14 17:49:04
Reporting Period:: 2015-12-31

Filing Date:: 2016-06-14
Accepted Time:: 2016-06-14 17:49:04
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1279704	Cellectar Biosciences Inc.	CLRB	Pharmaceutical Preparations (2834)	043321804

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1676051	Richard Hertzberg	1329 Stratford Court Del Mar CA 92014		No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Novelos Therapeutics, Inc. New (Nvlt)	Acquisiton	2011-12-05	10,000	$12.00	10,000	No	5	P	Direct
Cellectar Biosciences, Inc. (Clrb) Common Stock	Acquisiton	2014-08-20	409,158	$3.75	409,158	No	5	P	Direct
Cellectar Biosciences, Inc. (Clrb) Common Stock	Acquisiton	2014-09-19	20,000	$2.67	20,000	No	5	P	Direct
Cellectar Biosciences, Inc. (Clrb) Common Stock	Acquisiton	2014-10-03	10,000	$2.25	10,000	No	5	P	Direct
Cellectar Biosciences, Inc. (Clrb) Common Stock	Acquisiton	2015-12-08	10,000	$0.92	10,000	No	4	P	Direct
Cellectar Biosciences, Inc. (Clrb) Common Stock	Acquisiton	2015-12-11	16,250	$0.92	16,250	No	4	P	Direct
Cellectar Biosciences, Inc. (Clrb) Common Stock	Acquisiton	2015-12-16	19,592	$0.91	19,592	No	4	P	Direct
Cellectar Biosciences, Inc. (Clrb) Common Stock	Acquisiton	2015-12-22	5,000	$0.91	5,000	No	4	P	Direct
Cellectar Biosciences, Inc. (Clrb) Common Stock	Acquisiton	2015-12-24	50,000	$0.79	50,000	No	4	P	Direct
Cellectar Biosciences, Inc. (Clrb) Common Stock	Acquisiton	2015-12-28	75,000	$0.72	75,000	No	5	P	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	5	P	Direct
No	5	P	Direct
No	5	P	Direct
No	5	P	Direct
No	4	P	Direct
No	4	P	Direct
No	4	P	Direct
No	4	P	Direct
No	4	P	Direct
No	5	P	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Cellectar Biosciences, Inc. (Clrb) Common Stock	Cellectar Biosciences, Inc. Warrant 12/5/2011	Acquisiton	2011-12-11	10,000	$0.00	10,000	$12.00
Cellectar Biosciences, Inc. (Clrb) Common Stock	Cellectar Biosciences Inc. Warrant (CLRBW)	Acquisiton	2014-08-20	409,158	$0.01	409,158	$4.68

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
10,000	2011-12-06	2016-12-05	No	5	P	Direct
409,158	2014-08-21	2019-08-20	No	5	P	Direct

Footnotes

Novelos Therapeutics, Inc. New was the precursor company to Cellectar Biosciences, Inc.. The corporation name was changed from Novelos Therapeutics, Inc. to Cellectar Biosciences, Inc. on February 11, 2014. The purchase of 200,000 shares on December 5, 2011 was at a price of $0.60 per share and included 200,000 warrants for the purchase of 200,000 shares with the warrants terminating on December 5, 2016. Cellectar Biosciences, Inc. completed a reverse stock split on June 13, 2014 exchanging twenty shares of the old stock for one share of new stock resulting in a reduction in beneficial shares owned to ten thousand shares (10,000 shares) on June 13, 2014. The share values included at Column 4 of this Form 5 are stated as new shares post the aforementioned reverse stock split.
The purchase of shares of NVLT in 2011 did not result in a reporting requirement. The inclusion of this data on this Form 5 is to ensure the completeness of reporting. There was no requirement to report this information until August 20, 2014 when additional shares of Cellectar were acquired in a public purchase process.
As explained in footnote 1 of this Form 5, 10,000 shares represents the number of shares related to this purchase stated subsequent to the Cellectar reverse split of June 13, 2014.
The $12.00 per share price of these securities is stated based upon the after reverse stock split of June 13, 2014. The original number of shares purchased on December 5, 2011 was 200,000 shares at a price of $0.60 per share. No shares have ever been sold or otherwise distributed. At the reporting date of this Form 5 for the fiscal year ended December 31, 2015, this lot now comprises 10,000 shares at a cost of $12.00 per share.
No shares from this lot have been sold or distributed since the original acquisition of December 5, 2011. Thus, at December 31, 2015 10,000 shares of this lot were beneficially owned. The total number of shares of CLRB beneficially owned at December 31, 2015, including this lot, was 625,000 shares.
None of the 409,158 shares purchased in Cellectar Biosciences, Inc. public offering have been sold or otherwise distributed as of the end of the fiscal year for this report, December 31, 2015. Thus, 409,158 shares of this lot are still beneficially owned. The total number of shares owned beneficially at December 31, 2015, inclusive of these 409,158 shares, is 625,000 shares.
Purchase of 20,000 shares on 9/19/2014 made on open market, NASDAQ exhchange.
None of the 20,000 shares purchased on 9/19/2014 have been sold or otherwise distributed. Thus, all of the 20,000 shares in this lot were beneficially owned at December 31, 2015. The total number of beneficially owned shares of Cellectar at 12/31/2015 were 625,000 shares, inclusive of this lot of 20,000 shares.
None of the 10,000 shares of Cellectar Biosciences, Inc. purchased on the open market, NASDAQ, on October 3, 2014 have been sold or otherwise distributed. Thus, at the end of the fiscal year December 31, 2015 all 10,000 shares comprising this lot are beneficially owned. The total number of Cellectar Biosciences, Inc. shares beneficially owned at December 31, 2015 was 625,000 shares, inclusive of the 10,000 shares purchased on October 3, 2014.
None of the 10,000 shares purchased on the NASDAQ exchange on 12/8/2015 have been sold or otherwise distributed. Thus, all of the 10,000 shares in this lot were beneficially owned at the end of the fiscal year December 31, 2015 reported on this Form 5. The total number of Cellectar Biosciences, Inc. shares beneficially owned at 12/31/2015 was 625,000 shares inclusive of the 10,000 shares purchased on 12/8/2015.
None of the 16,250 shares purchased on the NASDAQ exchange on 12/11/2015 have been sold or otherwise distributed. Thus as of the end of the year reporting date of December 31, 2015 all 16,250 shares in this lot are beneficially owned. At December 31, 2015 the total number of Cellectar Biosciences, Inc. shares beneficially owned was 625,000 shares inclusive of the 16,250 shares purchased on 12/11/2015.
None of the 19,592 shares purchased on NASDAQ on 12/16/2015 have been sold or otherwise distributed. Thus, at 12/31/2015 all of the 19,592 shares in this lot were beneficially owned. The total number of Cellectar Biosciences, Inc. shares beneficially owned at 12/31/2015 was 625,000 shares, inclusive of this lot of 19,592 shares.
None of the 5,000 shares purchased on 12/22/2015 have been sold or otherwise distributed. Thus, the total number of Cellectar Biosciences, Inc. shares owned at 12/31/2015 was 625,000 shares inclusive of this lot of 5,000 shares.
None of the 50,000 Cellectar Biosciences, Inc. shares purchased on 12/24/2015 on the NASDAQ exchange have been sold or otherwise distributed. Thus at 12/31/2015 all of the 50,000 shares included in this lot are beneficially owned. At 12/31/2015 the total number of Cellectar Biosciences, Inc. shares beneficially owned was 625,000 shares inclusive of this lot of 50,000 shares.
None of the 75,000 shares of Cellectar Biosciences, Inc. purchased on NASDAQ on 12/28/2015 have been sold or otherwise distributed. Thus, the total number of Cellectar Biosciences Inc. shares beneficially owned on 12/31/2015 was 625,000 shares inclusive of this lot of 75,000 shares
See Footnote 1. Novelos Therapeutics, Inc. was the precursor company to Cellectar Biosciences, Inc.. The warrants included in the December 5, 2011 purchase have a termination date of December 5, 2016 with a current (12/31/2015) exercise price of $12 per Cellectar Share.
The number of shares is stated as the number of shares based upon the reverse split of June 13, 2014 in which the original number of shares/warrants held was reduced from 200,000 shares to 10,000 shares
The total cost of the December 11, 2011 warrants priced into the public purchase of the at that time NVLT deal was $2.00 for the, at that time, 200,000 warrants, a price of $0.00001 per warrant, or as stated in after June 13, 2014 reverse split warrants, $0.00020 per warrant.
None of the 10,000 warrants obtained at December 5, 2011 have been exercised, sold or otherwise distributed. At 12/31/2015 the total number of derivative securities beneficially owned was 419,158 warrants inclusive of 10,000 warrants obtained on December 5, 2011.
None of the 409,158 Cellectar Biosciences, Inc. warrants (CLRBW) purchased in Cellectar Biosciences, Inc. public offering of August 20, 2014 has been exercised, sold or otherwise distributed. Thus all of the 409,158 CLRBW warrants purchased on August 20, 2014 were beneficially owned at 12/31/2015, the fiscal year end date of this Form 5. The total number of Cellectar Biosciences, Inc. derivative securities beneficially owned at 12/31/2015 was 419,158 inclusive of the 409,158 CLRBW warrants purchased on 8/20/2014.