SEC Form 4 · accession 0001676051-16-000004
Cellectar Biosciences, Inc. · CLRB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard Hertzberg
Other
Period of report
Apr 15, 2016
Accepted (ET)
Jun 14, 2016 · 7:13 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001279704
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Cellectar Biosciences, Inc. (CLRB) Common Stock | Apr 15, 2016 | P | 234,742 | $2.12 | A | 297,242 | D | |
| Cellectar Biosciences, Inc. | Apr 21, 2016 | P | 3,758 | $1.90 | A | 301,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Cellectar Biosciences, Inc. Series A Warrant (CLRBZ)F2,F1 | $3.04 | Apr 15, 2016 | P | 234,742 | A | Apr 20, 2016 | Apr 20, 2021 | Cellectar Biosciences, Inc. (CLRB) Common Stock | 234,742 | 41,915 | D |
Explanation of responses
- F1The 234,742 Class A Warrants (CLRBZ) purchased on April 15, 2016 "are not exercisable by their holder to the extent (but only to the extent) that such holder or any of its affiliates would beneficially own in excess of 4.99% subject to increase to 9.99%." (Cellectar Biosciences Prospectus, Dated April 15, 2016, Registration No. 333-208638). Thus, the Beneficial Ownership effect of these warrants can be calculated only to the extent that the exercise of such warrants would not increase the Beneficial Ownership of Hertzberg or his affiliates of Cellectar Biosciences, Inc. to more than 4.99 % (or 9.99% if so increased).
- F2The 41,915 warrants include 1,000 warrants expiring on Dec 5, 2016 with a strike price of $120 and 40,915 warrants expiring Aug 20, 2019 with a strike price of $46.80. These values are the result of a Cellectar reverse split on 3/4/2016 of 10:1. The CLRBZ warrants are not included in the Beneficial Ownership total due to the exercise limitation.