SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
(Amendment No.   )*
Celldex Therapeutics Inc.
(Name of Issuer)
Common Stock, $.001 Par Value Per Share
(Title of Class of Securities)
15117B103
(CUSIP Number)
May 18, 2011
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
¨	Rule 13d-1(b)
x	Rule 13d-1(c)
¨	Rule 13d-1(d)
(Page 1 of 20 Pages)

 

 

1	NAMES OF REPORTING PERSONS HealthCor Management, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)				(a) x (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 2,500,000
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 2,500,000
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,500,000
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)					¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.86%
12	TYPE OF REPORTING PERSON (see instructions) PN

 

1	NAMES OF REPORTING PERSONS HealthCor Associates, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)				(a) x (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 2,500,000
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 2,500,000
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,500,000
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)					¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.86%
12	TYPE OF REPORTING PERSON (see instructions) OO - limited liability company

 

1	NAMES OF REPORTING PERSONS HealthCor Offshore, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)				(a) x (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 1,582,393
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 1,582,393
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,582,393
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)					¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.71%
12	TYPE OF REPORTING PERSON (see instructions) OO - limited company

 

1	NAMES OF REPORTING PERSONS HealthCor Offshore Master Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)				(a) x (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 1,582,393
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 1,582,393
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,582,393
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)					¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.71%
12	TYPE OF REPORTING PERSON (see instructions) PN

 

1	NAMES OF REPORTING PERSONS HealthCor Offshore GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)				(a) x (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 1,582,393
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 1,582,393
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,582,393
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)					¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.71%
12	TYPE OF REPORTING PERSON (see instructions) OO - limited liability company

 

1	NAMES OF REPORTING PERSONS HealthCor Hybrid Offshore, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)				(a) x (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 258,866
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 258,866
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 258,866
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)					¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.61%
12	TYPE OF REPORTING PERSON (see instructions) OO - limited liability company

 

1	NAMES OF REPORTING PERSONS HealthCor Hybrid Offshore Master Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)				(a) x (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 258,866
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 258,866
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 258,866
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)					¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.61%
12	TYPE OF REPORTING PERSON (see instructions) PN

 

1	NAMES OF REPORTING PERSONS HealthCor Hybrid Offshore GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)				(a) x (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 258,866
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 258,866
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 258,866
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)					¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.61%
12	TYPE OF REPORTING PERSON (see instructions) OO - limited liability company

 

1	NAMES OF REPORTING PERSONS HealthCor Group, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)				(a) x (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 2,500,000
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 2,500,000
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,500,000
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)					¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.86%
12	TYPE OF REPORTING PERSON (see instructions) OO - limited liability company

 

1	NAMES OF REPORTING PERSONS HealthCor Capital, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)				(a) x (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 658,741
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 658,741
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 658,741
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)					¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.55%
12	TYPE OF REPORTING PERSON (see instructions) PN

 

1	NAMES OF REPORTING PERSONS HealthCor, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)				(a) x (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 658,741
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 658,741
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 658,741
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)					¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.55%
12	TYPE OF REPORTING PERSON (see instructions) PN

 

1	NAMES OF REPORTING PERSONS Arthur Cohen
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)				(a) x (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 2,500,000
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 2,500,000
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,500,000
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)					¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.86%
12	TYPE OF REPORTING PERSON (see instructions) IN

 

1	NAMES OF REPORTING PERSONS Joseph Healey
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)				(a) x (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 2,500,000
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 2,500,000
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,500,000
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)					¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.86%
12	TYPE OF REPORTING PERSON (see instructions) IN

 

 

Item 1 (a).	NAME OF ISSUER:
	The name of the issuer is Celldex Therapeutics Inc.

Item 1(b).	ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
	119 Fourth Avenue, Needham MA 02494

Item 2 (a, b, c).

NAME OF PERSON FILING:

	(i)	HealthCor Management, L.P., a Delaware limited partnership; Carnegie Hall Tower, 152 West 57th Street, 43rd Floor, New York, New York 10019;
	(ii)	HealthCor Associates, LLC, a Delaware limited liability company, Carnegie Hall Tower, 152 West 57th Street, 43rd Floor, New York, New York 10019;
	(iii)	HealthCor Offshore, Ltd., a Cayman Islands limited company, Carnegie Hall Tower, 152 West 57th Street, 43rd Floor, New York, New York 10019;
	(iv)	HealthCor Offshore Master Fund, L.P., a Cayman Islands limited partnership, Carnegie Hall Tower, 152 West 57th Street, 43rd Floor, New York, New York 10019;
	(v)	HealthCor Offshore GP, LLC, a Delaware limited liability company, Carnegie Hall Tower, 152 West 57th Street, 43rd Floor, New York, New York 10019;
	(vi)	HealthCor Hybrid Offshore, Ltd., a Cayman Islands limited company, Carnegie Hall Tower, 152 West 57th Street, 43rd Floor, New York, New York 10019;
	(vii)	HealthCor Hybrid Offshore Master Fund, L.P., a Cayman Islands limited partnership, Carnegie Hall Tower, 152 West 57th Street, 43rd Floor, New York, New York 10019;
	(viii)	HealthCor Hybrid Offshore GP, LLC, a Delaware limited liability company, Carnegie Hall Tower, 152 West 57th Street, 43rd Floor, New York, New York 10019;
	(ix)	HealthCor Group, LLC, a Delaware limited liability company, Carnegie Hall Tower, 152 West 57th Street, 43rd Floor, New York, New York 10019;
	(x)	HealthCor Capital, L.P., a Delaware limited partnership, Carnegie Hall Tower, 152 West 57th Street, 43rd Floor, New York, New York 10019;
	(xi)	HealthCor, L.P., a Delaware limited partnership, Carnegie Hall Tower, 152 West 57th Street, 43rd Floor, New York, New York 10019;

	(xii)	Joseph Healey, Carnegie Hall Tower, 152 West 57th Street, 43rd Floor, New York, New York 10019; and
	(xiii)	Arthur Cohen, 12 South Main Street, #203 Norwalk, Ct 06854.   Both Mr. Healey and Mr. Cohen are United States citizens.
	The persons at (i) through (xiii) above are collectively referred to herein as the "Reporting Persons".

Item 2(d).	TITLE OF CLASS OF SECURITIES:
	Common Stock, par value $.001 (the "Common Stock")

Item 2(e).	CUSIP NUMBER:
	15117B103

Item 3.

Not applicable.

Item 4.	OWNERSHIP.
	The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
	Collectively, HealthCor, L.P., HealthCor Offshore Master Fund, L.P. and HealthCor Hybrid Offshore Master Fund, L.P. (each a "Fund" and together, the "Funds") are the beneficial owners of a total of 2,500,000 shares of the Common Stock of the Issuer.  By virtue of their position as feeder funds, HealthCor Offshore, Ltd. and HealthCor Hybrid Offshore, Ltd. may be deemed beneficial owners of the shares of Common Stock owned by HealthCor Offshore Master Fund, L.P., and HealthCor Hybrid Offshore Master Fund, L.P., respectively.
	HealthCor Offshore GP, LLC is the general partner of HealthCor Offshore Master Fund, L.P.  Accordingly, HealthCor Offshore GP, LLC may be deemed to beneficially own the shares of Common Stock that are beneficially owned by HealthCor Offshore Master Fund, L.P.  HealthCor Group, LLC is the general partner of HealthCor Offshore GP, LLC and, therefore, may be deemed to beneficially own the shares of Common Stock that are beneficially owned by HealthCor Offshore Master Fund, L.P.
	HealthCor Hybrid Offshore GP, LLC is the general partner of HealthCor Hybrid Offshore Master Fund, L.P.  Accordingly, HealthCor Hybrid Offshore GP, LLC may be deemed to beneficially own the shares of Common Stock that are beneficially owned by HealthCor Hybrid Offshore Master Fund, L.P.  HealthCor Group, LLC is the general partner of HealthCor Hybrid Offshore GP, LLC and, therefore, may be deemed to beneficially own the shares of Common Stock that are beneficially owned by HealthCor Hybrid Offshore Master Fund, L.P.
	By virtue of its position as the investment manager of the Funds, HealthCor Management, L.P. may be deemed a beneficial owner of all the shares of Common Stock owned by the Funds.  HealthCor Associates, LLC is the general partner of HealthCor Management, L.P. and thus may also be deemed to beneficially own the shares of Common Stock that are beneficially owned by the Funds.
	HealthCor Group LLC is the general partner of HealthCor Capital, L.P., which is in turn the general partner of HealthCor, L.P.  Accordingly, each of HealthCor Capital L.P. and HealthCor Group, LLC may be deemed to beneficially own the shares of Common Stock that are beneficially owned by HealthCor, L.P.
	As the Managers of HealthCor Associates, LLC, Arthur Cohen and Joseph Healey exercise both voting and investment power with respect to the shares of Common Stock reported herein, and therefore each may be deemed a beneficial owner of such Common Stock.
	Each of the Reporting Persons hereby disclaims any beneficial ownership of any such shares of Common Stock in excess of their actual pecuniary interest therein.

 

Item 5.	OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [  ].

Item 6.	OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
	Not Applicable

Item 7.	IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
	Not Applicable

Item 8.	IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
	Not Applicable

Item 9.	NOTICE OF DISSOLUTION OF GROUP.
	Not Applicable

Item 10.

CERTIFICATION.

	Each of the Reporting Persons hereby makes the following certification:
	By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

 

	HEALTHCOR CAPITAL, L.P., for itself and as general partner on behalf of HEALTHCOR L.P.
	By:	HealthCor Group, LLC, its general partner
	By:	/s/ John H. Coghlin
	Name	John H. Coghlin
	Title	General Counsel

	HEALTHCOR OFFSHORE GP, LLC, for itself and as general partner of behalf of HEALTHCOR OFFSHORE MASTER FUND, L.P.
	By:	HealthCor Group, LLC, its general partner
	By:	/s/ John H. Coghlin
	Name	John H. Coghlin
	Title	General Counsel

	HEALTHCOR HYBRID OFFSHORE GP, LLC, for itself and as general partner of behalf of HEALTHCOR HYBRID OFFSHORE MASTER FUND, L.P.
	By:	HealthCor Group, LLC, its general partner
	By:	/s/ John H. Coghlin
	Name	John H. Coghlin
	Title	General Counsel

	HEALTHCOR ASSOCIATES, LLC
		/s/ John H. Coghlin
	Name	John H. Coghlin
	Title	General Counsel

	HEALTHCOR GROUP, LLC
	By:	/s/ John H. Coghlin
	Name	John H. Coghlin
	Title	General Counsel

	JOSEPH HEALEY, Individually
	By:	/s/ Joseph Healey

	ARTHUR COHEN, Individually
	By:	/s/ John H. Coghlin

 

 

 

 

	HEALTHCOR CAPITAL, L.P., for itself and as general partner on behalf of HEALTHCOR L.P.
	By:	HealthCor Group, LLC, its general partner
	By:	/s/ John H. Coghlin
	Name	John H. Coghlin
	Title	General Counsel

	HEALTHCOR OFFSHORE GP, LLC, for itself and as general partner of behalf of HEALTHCOR OFFSHORE MASTER FUND, L.P.
	By:	HealthCor Group, LLC, its general partner
	By:	/s/ John H. Coghlin
	Name	John H. Coghlin
	Title	General Counsel

	HEALTHCOR HYBRID OFFSHORE GP, LLC, for itself and as general partner of behalf of HEALTHCOR HYBRID OFFSHORE MASTER FUND, L.P.
	By:	HealthCor Group, LLC, its general partner
	By:	/s/ John H. Coghlin
	Name	John H. Coghlin
	Title	General Counsel

	HEALTHCOR ASSOCIATES, LLC
		/s/ John H. Coghlin
	Name	John H. Coghlin
	Title	General Counsel

 

 

	HEALTHCOR GROUP, LLC
	By:	/s/ John H. Coghlin
	Name	John H. Coghlin
	Title	General Counsel

	JOSEPH HEALEY, Individually
	By:	/s/ Joseph Healey

	ARTHUR COHEN, Individually
	By:	/s/ John H. Coghlin