SEC FORM 4

SEC Form 4

FORM 4

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

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).

1. Name and Address of Reporting Person^*

Hertzberg Richard

(Last)

(First)

(Middle)

1329 STRATFORD COURT

(Street)

DEL MAR

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

3. Date of Earliest Transaction (Month/Day/Year)
04/15/2016

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 Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Cellectar Biosciences, Inc. (CLRB) Common Stock	04/15/2016		P		234,742	A	$2.12	297,242	D
Cellectar Biosciences, Inc.	04/21/2016		P		3,758	A	$1.9	301,000	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Cellectar Biosciences, Inc. Series A Warrant (CLRBZ)	$3.04	04/15/2016		P		234,742		04/20/2016	04/20/2021	Cellectar Biosciences, Inc. (CLRB) Common Stock	234,742⁽¹⁾	$0.01	41,915⁽²⁾	D

Explanation of Responses:

1. The 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).

2. The 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.

	Richard Hertzberg	06/14/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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