Form: 3

Initial statement of beneficial ownership of securities

August 18, 2014

Documents

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 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 *
  NEIS JOHN
 2. Date of Event Requiring Statement (Month/Day/Year)
08/14/2014		 3. Issuer Name and Ticker or Trading Symbol
Cellectar Biosciences, Inc. [CLRB]
(Last)
(First)
(Middle)
C/O CELLECTAR BIOSCIENCES, INC., 3301 AGRICULTURE DRIVE		 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)

MADISON, WI 53716		 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)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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
Stock Option (right to buy)   (2) 12/13/2023 Common Stock 2,500 $ 7.4 D  
Stock Option (right to buy)   (2) 12/14/2022 Common Stock 2,500 $ 15 D  
Stock Option (right to buy)   (2) 12/16/2021 Common Stock 2,500 $ 9 D  
Stock Option (right to buy)   (2) 05/18/2021 Common Stock 5,000 $ 28 D  
Convertible Debenture (right to buy) 02/06/2014 02/06/2016 Common Stock 50,000 $ 10 I See Foonote (1) (3)
Stock Purchase Warrant (right to buy) 02/20/2013 02/20/2015 Common Stock 2,750 $ 10 I See Foonote (1)
Stock Purchase Warrant (right to buy) 06/13/2012 06/13/2017 Common Stock 13,500 $ 25 I See Foonote (1)
Stock Purchase Warrant (right to buy) 04/08/2011 03/31/2016 Common Stock 55,000 $ 15 I See Foonote (1)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
NEIS JOHN
C/O CELLECTAR BIOSCIENCES, INC.
3301 AGRICULTURE DRIVE
MADISON, WI 53716		   X      

Signatures

/s/ Paul Bork,attorney-in-fact for John Neis 08/14/2014
**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) These securities are held by Venture Investors Early Stage Fund IV Limited Partnership and Advantage Capital Wisconsin Partners I, Limited Partnership. VIESF IV GP LLC is the general partner of Venture Investors Early Stage Fund IV Limited Partnership and Venture Investors LLC is the submanager and special limited partner of Advantage Capital Wisconsin Partners I, Limited Partnership. The investment decisions of VIESF IV GP LLC and Venture Investors LLC are made collectively by seven managers, including the reporting person. The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
(2) Option vests in equal quarterly increments over a period of two years from the date of grant. Option expires on the tenth anniversary of the date of grant.
(3) In connection with the issuance of the convertible debentures, Venture Investors Early Stage Fund IV Limited Partnership and Advantage Capital Wisconsin Partners I, Limited Partnership were also granted a warrant to purchase 50,000 shares of common stock at an exercise price of $20.00 per share. The warrants become exercisable only upon the conversion of the convertible debentures and expire February 6, 2019.
 
Remarks:
Exhibit 24 - Power of Attorney

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