Cellectar Biosciences
Cellectar Biosciences, Inc. (Form: SC 13G/A, Received: 02/14/2017 16:58:33)
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
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SCHEDULE 13G
 
 
 
Under the Securities Exchange Act of 1934
 
 
 
(Amendment No. 1) *
 

 
Cellectar Biosciences, Inc.
 
 
(Name of Issuer)
 

 
Common Stock
 
 
(Title of Class of Securities)
 

 
15117F203
 
 
(CUSIP Number)
 

 
December 31, 2016
 
 
(Date of Event which Requires Filing of this Statement)
 


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)
 
___________________________________
*  The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 

CUSIP NO.   15117F203
 
 
1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Cormorant Global Healthcare Master Fund, LP
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
 
(a)           [ ]
 
(b)           [x]
 
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 shares
 
6    Shared Voting Power
 
89,304 shares
 
Refer to Item 4 below.
 
7    Sole Dispositive Power
 
0 shares
 
8    Shared Dispositive Power
 
89,304 shares
 
Refer to Item 4 below.

9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
89,304 shares
 
Refer to Item 4 below.
 
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ] N/A
 
11
Percent of Class Represented by Amount in Row (9)*
 
1.3%
 
Refer to Item 4 below.
 
12
Type of Reporting Person (See Instructions)
 
PN (Partnership)
 
 
2

CUSIP NO.   15117F203
 
 
1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Cormorant Global Healthcare GP, LLC
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
 
(a)           [ ]
 
(b)           [x]
 
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 shares
 
6    Shared Voting Power
 
89,304 shares
 
Refer to Item 4 below.
 
7    Sole Dispositive Power
 
0 shares
 
8    Shared Dispositive Power
 
89,304 shares
 
Refer to Item 4 below.

9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
89,304 shares
 
Refer to Item 4 below.
 
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ] N/A
 
11
Percent of Class Represented by Amount in Row (9)*
 
1.3%
 
Refer to Item 4 below.
 
12
Type of Reporting Person (See Instructions)
 
OO (Limited Liability Company)
 
 
3

CUSIP NO.   15117F203
 
 
1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Cormorant Asset Management, LLC
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
 
(a)           [ ]
 
(b)           [x]
 
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 shares
 
6    Shared Voting Power
 
106,648 shares
 
Refer to Item 4 below.
 
7    Sole Dispositive Power
 
0 shares
 
8    Shared Dispositive Power
 
106,648 shares
 
Refer to Item 4 below.

9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
106,648 shares
 
Refer to Item 4 below.
 
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ] N/A
 
11
Percent of Class Represented by Amount in Row (9)*
 
1.5%
 
Refer to Item 4 below.
 
12
Type of Reporting Person (See Instructions)
 
OO (Limited Liability Company)
 
 
4

CUSIP NO.   15117F203
 
 
1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Bihua Chen
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
 
(a)           [ ]
 
(b)           [x]
 
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 shares
 
6    Shared Voting Power
 
106,648 shares
 
Refer to Item 4 below.
 
7    Sole Dispositive Power
 
0 shares
 
8    Shared Dispositive Power
 
106,648 shares
 
Refer to Item 4 below.

9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
106,648 shares
 
Refer to Item 4 below.
 
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ] N/A
 
11
Percent of Class Represented by Amount in Row (9)*
 
1.5%
 
Refer to Item 4 below.
 
12
Type of Reporting Person (See Instructions)
 
IN (Individual)
 
 
5

CUSIP NO.   15117F203
 
 
Item 1.
 
 
(a)
Name of Issuer
 
Cellectar Biosciences, Inc.
 
(b)
Address of Issuer’s Principal Executive Offices
 
 
3301 Agriculture Drive
Madison, Wisconsin 53716
 

Item 2.
 
 
(a)
Name of Person Filing
 
Cormorant Global Healthcare Master Fund, LP
Cormorant Global Healthcare GP, LLC
Cormorant Asset Management, LLC
Bihua Chen
 
(b)
Address of Principal Business Office or, if none, Residence
 
 
100 High Street, Suite 1105
Boston, MA 02110
 
(c)
Citizenship
 
 
Cormorant Global Healthcare Master Fund, LP - Cayman Islands
Cormorant Global Healthcare GP, LLC - Delaware
Cormorant Asset Management, LLC - Delaware
Bihua Chen - United States
 
(d)
Title of Class of Securities
 
 
Common Shares
 
(e)
CUSIP Number
 
15117F203
 
Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
 
(a)
[ ]
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)
[ ]
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)
[ ]
Insurance Company as defined in Section 3(a)(19) of the Act
(d)
[ ]
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)
[ ]
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)
[ ]
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)
[ ]
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
[ ]
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
[ ]
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
[ ]
A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
(k)
[ ]
Group, in accordance with §240.13d-1(b)(1)(ii)(K).
 
6

CUSIP NO.   15117F203
 
 
Item 4.
Ownership***
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
(a)
Amount Beneficially Owned***
 
 
Cormorant Global Healthcare Master Fund, LP - 89,304 shares
Cormorant Global Healthcare GP, LLC - 89,304 shares
Cormorant Asset Management, LLC - 106,648 shares
Bihua Chen - 106,648 shares
 
(b)
Percent of Class
 
 
Cormorant Global Healthcare Master Fund, LP - 1.3%
Cormorant Global Healthcare GP, LLC - 1.3%
Cormorant Asset Management, LLC - 1.5%
Bihua Chen - 1.5%
 
(c)
Number of shares as to which such person has:
 
 
(i)
sole power to vote or to direct the vote
 
 
 
Cormorant Global Healthcare Master Fund, LP - 0 shares
Cormorant Global Healthcare GP, LLC - 0 shares
Cormorant Asset Management, LLC - 0 shares
Bihua Chen - 0 shares
 
 
(ii)
shared power to vote or to direct the vote
 
 
 
Cormorant Global Healthcare Master Fund, LP - 89,304 shares
Cormorant Global Healthcare GP, LLC - 89,304 shares
Cormorant Asset Management, LLC - 106,648 shares
Bihua Chen - 106,648 shares
 
 
(iii)
sole power to dispose or to direct the disposition of
 
 
 
Cormorant Global Healthcare Master Fund, LP - 0 shares
Cormorant Global Healthcare GP, LLC - 0 shares
Cormorant Asset Management, LLC - 0 shares
Bihua Chen - 0 shares
 
 
(iv)
shared power to dispose or to direct the disposition of
 
 
 
 
Cormorant Global Healthcare Master Fund, LP - 89,304 shares
Cormorant Global Healthcare GP, LLC - 89,304 shares
Cormorant Asset Management, LLC - 106,648 shares
Bihua Chen - 106,648 shares
 
 
**Shares reported herein for Cormorant Asset Management, LLC represent shares which are beneficially owned by Cormorant Global Healthcare Master Fund, LP (the “Fund”), as reported herein, and shares which are beneficially owned by a managed account (the “Account”).  Shares represented herein for the Fund represent 44,652 shares and 44,652 shares issuable upon the exercise of warrants held by the Fund. Shares represented herein for the Account represent 8,997 shares and 8,347 shares issuable upon the exercise of warrants held by the Account. Cormorant Global Healthcare GP, LLC serves as the general partner of the Fund, and Cormorant Asset Management, LLC serves as the investment manager to both the Fund and the Account.  Bihua Chen serves as the managing member of Cormorant Global Healthcare GP, LLC and Cormorant Asset Management, LLC.  Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.  Percentage calculations herein are based upon there being 6,968,235 issued and outstanding stock as of November 23, 2016 as reported in the Issuer’s Form 8-K filed with the SEC on November 30, 2016.
 
 
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 [X].
 
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
 
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.
 
7

CUSIP NO.   15117F203
 
 
SIGNATURE
 
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.
 
February 14, 2014
 
 
CORMORANT GLOBAL HEALTHCARE MASTER FUND, LP
By: Cormorant Global Healthcare GP, LLC
       its General Partner
 
 
 
 
 
 
By:
/s/ Bihua Chen
 
 
 
Name: Bihua Chen 
 
 
 
Title:  Managing Member 
 
 
 
 
 
 
 
CORMORANT GLOBAL HEALTHCARE GP, LLC
 
 
 
 
 
 
By:
/s/ Bihua Chen
 
 
 
Name: Bihua Chen
 
 
 
Title:  Managing Member 
 
 
 
 
 
 
 
CORMORANT ASSET MANAGEMENT, LLC
 
 
 
 
 
 
By:
/s/ Bihua Chen
 
 
 
Name: Bihua Chen
 
 
 
Title:  Managing Member 
 
 
 
 
 

 
 
 
 
 
 
 
 
By:
/s/ Bihua Chen
 
 
 
Bihua Chen
 
 
 
 
 
 
 
 
       
 
 
 
 
 
 
8