0001676051-16-000005.txt : 20160615 0001676051-16-000005.hdr.sgml : 20160615 20160615143854 ACCESSION NUMBER: 0001676051-16-000005 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160615 DATE AS OF CHANGE: 20160615 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Cellectar Biosciences, Inc. CENTRAL INDEX KEY: 0001279704 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 043321804 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85798 FILM NUMBER: 161715035 BUSINESS ADDRESS: STREET 1: 3301 AGRICULTURE DRIVE CITY: MADISON STATE: WI ZIP: 53716 BUSINESS PHONE: 617-244-1616 MAIL ADDRESS: STREET 1: 3301 AGRICULTURE DRIVE CITY: MADISON STATE: WI ZIP: 53716 FORMER COMPANY: FORMER CONFORMED NAME: NOVELOS THERAPEUTICS, INC. DATE OF NAME CHANGE: 20050617 FORMER COMPANY: FORMER CONFORMED NAME: COMMON HORIZONS INC DATE OF NAME CHANGE: 20040211 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Hertzberg Richard CENTRAL INDEX KEY: 0001676051 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 1329 STRATFORD COURT CITY: DEL MAR STATE: CA ZIP: 92014 SC 13G/A 1 Sched13GA.txt SCHEDULE 13G A 06152016 SCHEDULE 13G-A Amendment No. 0 CELLECTAR BIOSCIENCES INC COMMON STOCK Cusip #15117F302 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) Cusip #15117F302 Item 1: Reporting Person - Richard Hertzberg Item 2: (a) [ ] (b) [ ] Item 3: Item 4: USA Item 5: 301,000 Item 6: 0 Item 7: 301,000 Item 8: 0 Item 9: 301,000 Item 10: Item 11: 6.638% Item 12: IN Cusip #15117F112 Item 1: Reporting Person - Richard Hertzberg Item 2: (a) [ ] (b) [ ] Item 3: Item 4: USA Item 5: 41,915 Item 6: 0 Item 7: 41,915 Item 8: 0 Item 9: 41,915 Item 10: Item 11: Item 12: IN Cusip #15117F138 Item 1: Reporting Person - Richard Hertzberg Item 2: (a) [ ] (b) [ ] Item 3: Item 4: United States of America Item 5: 234,742 Item 6: 0 Item 7: 234,742 Item 8: 0 Item 9: 234,742 Item 10: Item 11: Item 12: IN Item 1(a). Name of Issuer: CELLECTAR BIOSCIENCES INC Item 1(b). Address of Issuer's Principal Executive Offices: 3301 AGRICULTURE DRIVE WI, Madison 53716 USA Item 2(a). Name of Person Filing: Richard Hertzberg Item 2(b). Address or Principal Business Office or, if None, Residence: 1329 Stratford Ct., Del Mar, California 92014 Item 2(c). Citizenship: USA Item 2(d). Title of Class of Securities: COMMON STOCK and WARRANTS Item 2(e). CUSIP Numbers: 15117F302 and 15117F112 and 15117F138 Item 3. This statement is filed pursuant to Rule 13d-1(c) and the person filing, Richard Hertzberg, is an individual in accordance with Section 240.13d-1(c)(1). Item 4. Ownership (a) Amount Beneficially Owned: 301,000 of common stock (cusip 15117F302) plus 40,915 exercisable warrants (cusip 15117F112), plus 1,000 exercisable warrants issued 12/5/2011 and expiring on 12/5/2016 with an exercise price of $120 per share, for a total of 342,915 beneficially owned shares and warrants. Note: Ownership of 234,472 Non Exercisable Warrants (cusip 15117F138). In addition to the 342,915 common shares and warrants included as Beneficially Owned, Richard Hertzberg also has ownership of 234,742 warrants (cusip 15117F138) which are not exercisable if the owner is the Beneficial Owner of more than 4.99 % of the outstanding shares of the Company. The owner of the warrants has the right to modifiy the Beneficiary Owner Limitation Provision to as much as 9.99 % and if allowed by Company may do so 61 days after filing the request to increase its warrant Beneficiary Ownership Exercise Limitation. The Owner has requested that its Beneficiary Owner Exercise Limitation be increased to 9.99 % and has been informed by the Company that the increase will be effective on July 30, 2016. (b) Percent of Class: 7.493 % (Beneficial Ownership At May 26, 2016 based on a total of 4,534,277 shares outstanding as reported by Cellectar Biosciences, Inc. in its Preliminary Proxy Soliciting (PRER14A) Filing of May 26, 2016 inclusive of holdings of cusips 15117F302 and 15117F112). NOTE: On July 30, 2016, assuming no dispositions or additions of Beneficially Owned shares and/or warrants, the Beneficial Ownership of Owner will increase to 9.99 % as a result of the effectiveness of the Owner's election to increase its Beneficial Owner Exercise Limitation included in those warrants (cusip 15117F138) to 9.99 %. (c) Number of Beneficially Owned shares as to which such person has: (i) sole power to vote or to direct the vote: 342,915 Note: Owner, Richard Hertzberg, has no power to vote any of the Cusip 15117F138 warrants due to the Beneficary Owner Exercise Limitation provision of the warrants. On July 30, 2016, will have the right to exercise a portion of the Cusip 15117F138 warrants up to the number of such warrants that do not result in Owner Richard Hertzberg becoming more than a 9.99% Beneficial Owner of the Company. (ii) shared power to vote or to direct the vote: 0 (iii) sole power to dispose or to direct the disposition of: 342,915 Note: Owner, Richard Hertzberg, has sole power to dispose or to direct the disposition of all of the Cusip 15117F138 nonexercisable warrants. (iv) shared power to dispose or to direct the disposition of: 0 Item 5. Not Applicable Item 6. Not Applicable Item 7. Not Applicable Item 8. Not applicable. Item 9. Not applicable. Item 10. Certifications. 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 such purpose or effect. 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. Signature Richard Hertzberg