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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G/A
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 2)*
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Celldex Therapeutics, Inc. (Name of Issuer) |
Common Stock, par value $0.001 (Title of Class of Securities) |
15117B202 (CUSIP Number) |
06/30/2025 (Date of Event Which Requires Filing of this Statement) |
| CUSIP No. | 15117B202 |
| 1 |
Names of Reporting Persons
Eventide Asset Management, LLC |
| 2 |
Check the appropriate box if a member of a Group (see instructions)
☐ (a) ☐ (b) |
| 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:
1,356,186.00 6
Shared Voting Power:
0.00 7
Sole Dispositive Power:
1,356,186.00 8
Shared Dispositive Power:
0.00 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,356,186.00 |
| 10 |
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
☐ |
| 11 |
Percent of class represented by amount in row (9)
2.0 % |
| 12 |
Type of Reporting Person (See Instructions)
IA |
| CUSIP No. | 15117B202 |
| 1 |
Names of Reporting Persons
Finny Kuruvilla, M.D. Ph. D. |
| 2 |
Check the appropriate box if a member of a Group (see instructions)
☐ (a) ☐ (b) |
| 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:
0.00 6
Shared Voting Power:
1,356,186.00 7
Sole Dispositive Power:
0.00 8
Shared Dispositive Power:
1,356,186.00 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,356,186.00 |
| 10 |
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
☐ |
| 11 |
Percent of class represented by amount in row (9)
2.0 % |
| 12 |
Type of Reporting Person (See Instructions)
HC, IN |
| CUSIP No. | 15117B202 |
| 1 |
Names of Reporting Persons
Robin C. John |
| 2 |
Check the appropriate box if a member of a Group (see instructions)
☐ (a) ☐ (b) |
| 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:
0.00 6
Shared Voting Power:
1,356,186.00 7
Sole Dispositive Power:
0.00 8
Shared Dispositive Power:
1,356,186.00 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,356,186.00 |
| 10 |
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
☐ |
| 11 |
Percent of class represented by amount in row (9)
2.0 % |
| 12 |
Type of Reporting Person (See Instructions)
HC, IN |
| Item 1. | ||
| (a) |
Name of issuer:
Celldex Therapeutics, Inc. | |
| (b) |
Address of issuer's principal executive offices:
Perryville III Building, 53 Frontage Road, Suite 220, Hampton, New Jersey 08827 | |
| Item 2. | ||
| (a) |
Name of person filing:
(i) Eventide Asset Management, LLC ("Eventide")
(ii) Finny Kuruvilla, M.D., Ph.D. ("Kuruvilla")
(iii) Robin C. John ("John") | |
| (b) |
Address or principal business office or, if none, residence:
Eventide, Kuruvilla and John:
One International Place, Suite 4210
Boston, Massachusetts 02110 | |
| (c) |
Citizenship:
Eventide: Delaware
Kuruvilla: United States
John: United States | |
| (d) |
Title of class of securities:
Common Stock, par value $0.001 | |
| (e) |
CUSIP No.:
15117B202 | |
| 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 (15 U.S.C. 78c); | |
| (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). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | ☐ Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) |
Amount beneficially owned:
(i) Eventide: 1,356,186
(ii) Kuruvilla: 1,356,186
(iii) John: 1,356,186 | |
| (b) |
Percent of class:
(i) Eventide: 2.0%
(ii) Kuruvilla: 2.0%
(iii) John: 2.0% %
| |
| (c) |
Number of shares as to which the person has:
| |
|
(i) Sole power to vote or to direct the vote:
(1) Eventide: 1,356,186
(2) Kuruvilla: 0
(3) John: 0 | ||
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(ii) Shared power to vote or to direct the vote:
(1) Eventide: 0
(2) Kuruvilla: 1,356,186
(3) John: 1,356,186 | ||
|
(iii) Sole power to dispose or to direct the disposition of:
(1) Eventide: 1,356,186
(2) Kuruvilla: 0
(3) John: 0 | ||
|
(iv) Shared power to dispose or to direct the disposition of:
(1) Eventide: 0
(2) Kuruvilla: 1,356,186
(3) John: 1,356,186 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
☒
Ownership of 5 percent or less of a class
| ||
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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, other than activities solely in connection with a nomination under ?? 240.14a-11.
In accordance with Rule 13d-4 of the Securities Exchange Act of 1934, each of the persons filing this statement expressly disclaim the beneficial ownership of the securities covered by this statement and the filing of this report shall not be construed as an admission by such persons that they are the beneficial owners of such securities. |
| 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.
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Eventide Asset Management, LLC |
| Signature: | /s/ Peter J. Luiso | |
| Name/Title: | Peter J. Luiso, General Counsel | |
| Date: | 08/14/2025 |
Finny Kuruvilla, M.D. Ph. D. |
| Signature: | /s/ Finny Kuruvilla, M.D., Ph. D. | |
| Name/Title: | Finny Kuruvilla, M.D., Ph. D. | |
| Date: | 08/14/2025 |
Robin C. John |
| Signature: | /s/ Robin C. John | |
| Name/Title: | Robin C. John | |
| Date: | 08/14/2025 |
| Exhibit Information: EXHIBIT 1 WHEREAS, in accordance with Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934 (the "Act"), only one joint Statement and any amendments thereto need to be filed whenever one or more persons are required to file such a Statement or any amendments thereto pursuant to Section 13(d) of the Act with respect to the same securities, provided that said persons agree in writing that such Statement or amendments thereto is filed on behalf of each of them; NOW, THEREFORE, the parties hereto agree as follows: Eventide Asset Management, LLC, Finny Kuruvilla, M.D., Ph. D. and Robin C. John do hereby agree, in accordance with Rule 13d-1(k)(1) under the Act, to file a Statement on Schedule 13G relating to their ownership of the Common Stock of the Issuer, and do hereby further agree that said Statement on Schedule 13G shall be filed on behalf of each of them. Eventide Asset Management, LLC Date: August 14, 2025 By: /s/ Peter J. Luiso Name: Peter J. Luiso Title: General Counsel Date: August 14, 2025 Finny Kuruvilla, M.D., Ph. D. By: /s/ Finny Kuruvilla, M.D., Ph. D. Name: Finny Kuruvilla, M.D., Ph. D. Date: August 14, 2025 Robin C. John By: /s/ Robin C. John Name: Robin C. John |