Form 3 Candel Therapeutics, For: Jul 26 Filed by: Manning Paul B

July 26, 2021 9:24 PM EDT

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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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1. Name and Address of Reporting Person *
Manning Paul B

(Last) (First) (Middle)
C/O CANDEL THERAPEUTICS, INC.
117 KENDRICK ST., SUITE 450

(Street)
NEEDHAM MA 02494

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
07/26/2021
3. Issuer Name and Ticker or Trading Symbol
Candel Therapeutics, Inc. [ CADL ]
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 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 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)
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: 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
Series B Preferred Stock   (1)   (1) Common Stock 679,158 (1) I By Paul B. Manning Revocable Trust (2)
Series B Preferred Stock   (1)   (1) Common Stock 553,752 (1) I By BKB Growth Investments, LLC (3)
Warrants to purchase Common Stock 12/31/2018 11/13/2025 Common Stock 679,158 6.81 I By Paul B. Manning Revocable Trust (2)
Warrants to purchase Common Stock 12/31/2018 11/13/2025 Common Stock 553,752 6.81 I By BKB Growth Investments, LLC (3)
Explanation of Responses:
1. The Series B Preferred Stock has no expiration date.
2. The shares are held by The Paul B. Manning Revocable Trust dated May 10, 2000 (the "Trust"). The Reporting Person is the trustee of the Trust and has sole voting and investment power with respect to the shares held by the Trust. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
3. The shares are held directly by BKB Growth Investments, LLC ("BKB"). The Reporting Person is a co-manager of Tiger Lily Capital, LLC, the manager of BKB, and has shared voting and investment power with respect to the shares held by BKB. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
/s/ Paul B. Manning 07/26/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.


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