Hertzberg Richard Form 5 Cellectar Biosciences / Richard Hertzberg ownership change

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

X

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Hertzberg Richard

(Last) (First) (Middle)

1329 STRATFORD COURT

(Street)

DEL MAR CA 92014

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Cellectar Biosciences, Inc. [ CLRB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Novelos Therapeutics, Inc. New (NVLT)(1)	12/05/2011		P(2)5	10,000(3)	A	$12(4)	10,000(5)	D
Cellectar Biosciences, Inc. (CLRB) Common Stock	08/20/2014		P5	409,158	A	$3.75	409,158(6)	D
Cellectar Biosciences, Inc. (CLRB) Common Stock	09/19/2014		P(7)5	20,000	A	$2.67	20,000(8)	D
Cellectar Biosciences, Inc. (CLRB) Common Stock	10/03/2014		P5	10,000	A	$2.25	10,000(9)	D
Cellectar Biosciences, Inc. (CLRB) Common Stock	12/08/2015		P4	10,000	A	$0.9225	10,000(10)	D
Cellectar Biosciences, Inc. (CLRB) Common Stock	12/11/2015		P4	16,250	A	$0.924	16,250(11)	D
Cellectar Biosciences, Inc. (CLRB) Common Stock	12/16/2015		P4	19,592	A	$0.91	19,592(12)	D
Cellectar Biosciences, Inc. (CLRB) Common Stock	12/22/2015		P4	5,000	A	$0.91	5,000(13)	D
Cellectar Biosciences, Inc. (CLRB) Common Stock	12/24/2015		P4	50,000	A	$0.79	50,000(14)	D
Cellectar Biosciences, Inc. (CLRB) Common Stock	12/28/2015		P5	75,000	A	$0.72	75,000(15)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Cellectar Biosciences, Inc. Warrant 12/5/2011(16)	$12	12/11/2011		P5	10,000		12/06/2011	12/05/2016	Cellectar Biosciences, Inc. (CLRB) Common Stock	10,000(17)	$0.0002(18)	10,000(19)	D
Cellectar Biosciences Inc. Warrant (CLRBW)	$4.68	08/20/2014		P5	409,158		08/21/2014	08/20/2019	Cellectar Biosciences, Inc. (CLRB) Common Stock	409,158	$0.01	409,158(20)	D

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. Purchase of 20,000 shares on 9/19/2014 made on open market, NASDAQ exhchange.

8. 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.

9. 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.

10. 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.

11. 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.

12. 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.

13. 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.

14. 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.

15. 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

16. 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.

17. 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

18. 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.

19. 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.

20. 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.

Remarks:

The filing of this Form 5 is inclusive of all transactions and holdings of Richard Hertzberg of securities issued by Cellectar Biosciences, Inc. (formerly Novelos Therapeutics, Inc.) for the period December 11, 2011 through December 31, 2015. All purchases by me of Cellectar securities were made by participation in Cellectar public offerings or through purchases on NASDAQ as reported above. At December 31, 2015 the total number of CLRB shares beneficially owned by Richard Hertzberg was 625,000 shares and the total number of Cellectar Biosciences, Inc. warrants was 419,158 warrants

	Richard Hertzberg	06/14/2016
	** Signature of Reporting Person	Date
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