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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* CATLIN AVERY W (Last) (First) (Middle) 241 CENTRAL STREET (Street) HINGHAM MA 02043 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Celldex Therapeutics, Inc. [ CLDX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Sr. VP & CFO
	3. Date of Earliest Transaction (Month/Day/Year) 01/06/2009
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/06/2009		A		5,868	A	(1)	7,759(2)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Incentive Stock Option	$8.52	01/06/2009		A		61,000		(3)	01/06/2019	Common Stock	61,000	$8.52	61,000	D

Explanation of Responses:

1. On January 6, 2009, the Company granted 5,868 shares of Company common stock (in the form of unrestricted stock awards under the Plan) as a special bonus relating to management's performance with respect to the Merger and the integration efforts following the Merger.

2. Reflects the reverse stock split which occurred on March 7, 2008 in which each 12 shares of common stock were combined into 1 (and which resulted in 21,500 shares then owned by Mr. Catlin being combined into a total of 1,791 shares) and includes the aquisition of 100 shares of common stock on January 2, 2009 pursuant to the Registrant's 2004 Employee Stock Purchase Plan.

3. 25% of the options vest on January 6, 2010 and the remainder vest quarterly (in equal amounts) on the last day of the subsequent 12 quarters.

	Avery W. Catlin	01/08/2009
	** Signature of Reporting Person	Date
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