Washington, D.C. 20549

CELLDEX THERAPEUTICS, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

15117B103

(CUSIP Number)

December 31, 2008

(Date of Event Which Requires Filing of this Statement)

 

 

CUSIP No.		15117B103	13G	Page		2		of		7	Pages

CUSIP No.		15117B103	13G	Page		3		of		7	Pages

Item 1(a). Name of Issuer.

          Celldex Therapeutics, Inc.

Item 1(b). Address of Issuer’s Principal Executive Offices.

119 Fourth Avenue
Needham, MA 02494-2725

Item 2(a). Name of Person Filing.

          This statement is being filed on behalf of Apax Partners Europe Managers, Ltd. (“Apax Managers Europe”) and Apax Europe V GP Co Limited

Item 2(b). Address of Principal Business Office or, if none, Residence

The principal business address of Apax Managers Europe is 33 Jermyn Street, London, SW1Y 6DN. The principal business address of Apax Europe V GP Co. Limited is Third Floor, Royal Bank Place, 1 Glategny Esplanade, St Peter Port, Guernsey GY1 2HJ

Item 2(c). Citizenship.

          Apax Europe Managers is a company organized under the laws of England & Wales. Apax Europe V GP Co. Limited is a Guernsey company.

Item 2(d). Title of Class of Securities.

          Common stock.

Item 2(e). CUSIP Number.

          15117B103

Item 3 If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

(a).	o	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b).	o	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c).	o	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d).	o	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e).	o	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f).	o	An employee benefit plan or endowment fund in accordance with §240.13d 1(b)(1)(ii)(F);
(g).	o	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
(h).	o	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i).	o	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).	o	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Not applicable

Item 4. Ownership.

Item 4(a). Amount beneficially owned.

          1,384,663

4(b). Percent of Class.

          8.75%

4(c). Number of shares as to which such person has:

(i)		sole power to vote or to direct the vote:		1,384,663
(ii)		shared power to vote or to direct the vote:		0
(iii)		sole power to dispose or to direct the disposition of:		1,384,663
(iv)		shared power to dispose or to direct the disposition of:		0
*See Exhibit A

Item 5 Ownership of Five Percent or less of a Class.

          If this statement is being filed to report the fact 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 ¨.

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.

          See Exhibit A.

Item 9. Notice of Dissolution of Group.

          Not applicable.

Item 10. Certifications.

          Not applicable.

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.

Dated: May 26, 2009

Exhibit A:

Apax Managers Europe is the discretionary investment manager of the Europe V Funds (as defined below). Apax Europe V GP Co Limited is the general partner of Apax Europe V GP, L.P., a Delaware limited partnership (the “General Partner of the Europe V Funds”). The General Partner of the Europe V Funds is the general partner of certain private equity funds, including: (i) Apax Europe V-A, L.P., a Delaware limited partnership (“Europe V-A”), (ii) Apax Europe V-B, L.P., an English limited partnership (“Europe V-B”), (iii) Apax Europe V-C GmbH & Co. KG, a German limited partnership (“Europe V-C”), (iv) Apax Europe V-D, L.P., an English limited partnership (“Europe V-D”), (v) Apax Europe V-E, L.P., an English limited partnership (“Europe V-E”), (vi) Apax Europe V-F, C.V., a Dutch limited partnership (“Europe V-F”), (vii) Apax Europe V-G, C.V., a Dutch limited partnership (“Europe V-G”), (viii) Apax Europe V-1, L.P., an English limited partnership (“Europe V-1”), and (ix) Apax Europe V-2, L.P., an English limited partnership (“Europe V-2” and, together with Europe V-A, Europe V-B, Europe V-C, Europe V-D, Europe V-E, Europe V-F, Europe V-G and Europe V-1, the “Europe V Funds”). Apax Europe Managers owns all of the issued share capital of APAX WW Nominees Ltd. (“Apax WW Nominees”), a corporation organized under the laws of England & Wales. Apax WW Nominees is the registered owner of 1,384,663 shares of the common stock of Celldex Therapeutics, Inc. These shares are beneficially owned by the Apax Europe V Funds as follows: Europe V-A: 865,465 shares (5.47%); Europe V-B: 155,670 shares (0.98%); Europe V-C: 88,500 shares (0.56%); Europe V-D: 116,638 shares (0.73%); Europe V-E: 116,167 shares (0.73%); Europe V-F: 20,435 shares (0.13%); Europe V-G: 20,435 shares (0.13%); Europe V-1: 661 shares (0.01%); and Europe V-2: 692 shares (0.01%).

Therefore, Apax Managers Europe and Apax Europe V GP Co. Limited each has sole dispositive power with respect to, and is the beneficial owner of, an aggregate of 1,384,663 shares of the common stock of Celldex Therapeutics, Inc. nominally owned by Apax WW Nominees and beneficially owned by the Europe V Funds as indicated above.