Statement of Changes in Beneficial Ownership (4)

FORM 4

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

OMB APPROVAL

OMB Number:

3235-0287

Estimated average burden
hours per response...

0.5

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * CARUSO JAMES V	2. Issuer Name and Ticker or Trading Symbol Cellectar Biosciences, Inc. [ CLRB ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) President and CEO
(Last)          (First)          (Middle) C/O CELLECTAR BIOSCIENCES, INC.,, 100 CAMPUS DRIVE	3. Date of Earliest Transaction (MM/DD/YYYY) 3/4/2021
(Street) FLORHAM PARK, NJ 07932 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	3/4/2021		P		5100 (1)	A	$1.6978	86401	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: 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
Stock option (right to buy)	$1.74	3/4/2021		A		1600000		(3)	3/4/2031	Common Stock	1600000	$0	1600000	D
Series A Warrants	$30.40 (2)	3/4/2021		S		46948 (1)		4/20/2016	4/20/2021	Common Stock	4694 (2)	$0.1857	0	D

Explanation of Responses:
(1)	Mr. Caruso used the proceeds of the sale of the Series A Warrants, which expire in April 2021, to purchase shares of Cellectar's common stock.
(2)	Ten warrants are convertible into one share of Cellectar's common stock at an exercise price of $30.40 per share of common stock.
(3)	This option grant is a contingent grant subject to the following conditions: (i) approval by Cellectar's stockholders of shares available under Cellectar's equity incentive plans at Cellectar's 2021 annual meeting of stockholders or other special meeting of stockholders called for such purpose; and (ii) to the extent stockholder approval is received, the grant shall vest over a period of three years from the grant date, with 1/3 vesting on the first anniversary of the grant date and the remainder vesting in 24 equal monthly installments over a 24 month period beginning on the first anniversary of the grant date.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
CARUSO JAMES V C/O CELLECTAR BIOSCIENCES, INC., 100 CAMPUS DRIVE FLORHAM PARK, NJ 07932	X		President and CEO

Signatures
/s/ Christina Blakley, attorney-in-fact for James V. Caruso		3/5/2021
**Signature of Reporting Person		Date