SEC Form 3

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* Martell Christopher (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
Stock Option (Right to Buy)	(1)	12/29/2030	Common Stock	16,274	1.55	D
Stock Option (Right to Buy)	(1)	06/23/2031	Common Stock	16,274	6.64	D
Series B Preferred Stock	(2)	(2)	Common Stock	283,514	6.81	I	By GTAM1 2012 ADV LLC(3)
Warrants to purchase Common Stock	12/31/2018	11/13/2025	Common Stock	283,514	6.81	I	By GTAM1 2012 Trust(4)

Explanation of Responses:

1. This option is fully vested and exercisable as of the date hereof.

2. The Series B Preferred Stock has no expiration date.

3. Shares held by GTAM1 2012 ADV LLC, for which the Reporting Person serves as manager. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, if any.

4. Warrants held by GTAM1 2012 Trust, for which the Reporting Person serves as trustee but is not a beneficiary. The Reporting Person disclaims beneficial ownership of these warrants except to the extent of his pecuniary interest therein, if any.

Remarks:

	/s/ Christopher Martell	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 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).
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