Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  McMahon Gerald PhD
 2. Date of Event Requiring Statement (Month/Day/Year)
12/14/2016		 3. Issuer Name and Ticker or Trading Symbol
Celldex Therapeutics, Inc. [CLDX]
(Last)
(First)
(Middle)
C/O CELLDEX THERAPEUTICS, INC., 53 FRONTAGE ROAD, SUITE 220		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

HAMPTON, NJ 08827		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, par value $0.001 per share 267,356 (1) (2)
D
 

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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
McMahon Gerald PhD
C/O CELLDEX THERAPEUTICS, INC.
53 FRONTAGE ROAD, SUITE 220
HAMPTON, NJ 08827		   X      

Signatures

/s/ Avery W. Catlin, attorney-in-fact for Gerald McMahon PhD 12/15/2016
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) The number of shares of common stock, par value $0.001 per share ("Common Stock") of Celldex Therapeutics, Inc. ("Issuer") reported on this Form 3 does not reflect the withholding by the Issuer of Common Stock equal to the amount of required tax and other withholdings (the "Withholdings").
(2) On November 28, 2016, in connection with Reporting Person's employment separation with Kolltan Pharmaceuticals, Inc., Reporting Person entered into a severance agreement with the Issuer whereby Issuer agreed to pay Reporting Person 267,356 shares of Common Stock less required Withholdings. 200,517 shares of Common Stock, less Withholdings, will be issued to Reporting Person ratably over 24 months commencing in the first quarter of 2017 and 66,839 shares of Common Stock, less Withholdings will be issued not later than March 15, 2017.

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