Statement of Changes in Beneficial Ownership (4)
12 Juli 2016 - 10:23PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
Jackson Scott Thomas
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2. Issuer Name
and
Ticker or Trading Symbol
Celator Pharmaceuticals Inc
[
CPXX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Executive Officer
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(Last)
(First)
(Middle)
C/O CELATOR PHARMACEUTICALS, INC., 200 PRINCETONSOUTH CORP. CENTER, STE 180
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/12/2016
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(Street)
EWING, NJ 08628
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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7/12/2016
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D
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301518
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D
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$30.25
(1)
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (right to buy)
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$2.44
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7/12/2016
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D
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98409
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(2)
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3/5/2019
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Common Stock
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98409
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$27.81
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0
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D
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Stock Option (right to buy)
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$3.116
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7/12/2016
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D
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333724
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(3)
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6/3/2023
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Common Stock
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333724
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$27.134
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0
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D
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Stock Option (right to buy)
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$3.22
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7/12/2016
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D
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157000
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(4)
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2/18/2024
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Common Stock
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157000
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$27.03
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0
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D
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Stock Option (right to buy)
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$2.79
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7/12/2016
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D
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175000
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(5)
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2/18/2024
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Common Stock
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175000
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$27.46
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0
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D
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Stock Option (right to buy)
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$1.32
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7/12/2016
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D
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295000
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(6)
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1/27/2026
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Common Stock
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295000
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$28.93
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0
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D
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Stock Option (right to buy)
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$1.32
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7/12/2016
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D
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118835
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(7)
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1/27/2026
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Common Stock
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118835
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$28.93
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0
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D
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Explanation of Responses:
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(
1)
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Disposed of pursuant to the merger under the Agreement and Plan of Merger dated as of May 27, 2016 among Jazz Pharmaceuticals plc, Plex Merger Sub, Inc. and the Issuer (the "Merger") in exchange for a cash payment, representing the $30.25 purchase price per share of Issuer common stock in the Merger.
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(
2)
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The option (which was vested in full), was canceled in the Merger in exchange for a cash payment, representing the difference between the exercise price per share of the option and $30.25, the purchase price per share of Issuer common stock in the Merger, multiplied by the number of shares.
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(
3)
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The option (initially exercisable for 430,000 shares, which had provided for vesting as follows: (i) 107,500 options vest on June 3, 2014; and (ii) 322,500 options vest in twelve consecutive quarterly installments of 26,875 shares, each on the 3rd day of the respective month beginning September 3, 2014 and continuing through June 3, 2017) was canceled in the Merger in exchange for a cash payment, representing the difference between the exercise price per share of the option and $30.25, the purchase price per share of Issuer common stock in the Merger, multiplied by the number of shares.
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(
4)
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The option (which had provided for vesting as follows: (i) 39,250 options vest on February 18, 2015; (ii) 107,943 options vest in 11 consecutive quarterly installments of 9,813 shares, each on the 18th day of the respective month beginning May 18, 2015 and continuing through November 18, 2017, and (iii) 9,807 options vest on February 18, 2018) was canceled in the Merger in exchange for a cash payment, representing the difference between the exercise price per share of the option and $30.25, the purchase price per share of Issuer common stock in the Merger, multiplied by the number of shares.
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(
5)
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The option (which had provided for vesting as follows: (i) 43,750 options vest on February 25, 2016; (ii) 120,318 options vest in 11 consecutive quarterly installments of 10,938 shares, each on the 25th day of the respective month beginning May 25, 2016 and continuing through November 25, 2018, and (iii) 10,932 options vest on February 25, 2019) was canceled in the Merger in exchange for a cash payment, representing the difference between the exercise price per share of the option and $30.25, the purchase price per share of Issuer common stock in the Merger, multiplied by the number of shares.
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(
6)
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The option (which had provided for vesting as follows: (i) 73,750 options vest on January 27, 2017; and (ii) 202,813 options vest in 11 consecutive quarterly installments of 18,437 shares vest on the 27th day of each respective month, beginning April 27, 2017 and continuing through October 27, 2019 and (iii) 18,443 options vest on January 27, 2020) was canceled in the Merger in exchange for a cash payment, representing the difference between the exercise price per share of the option and $30.25, the purchase price per share of Issuer common stock in the Merger, multiplied by the number of shares.
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(
7)
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The option (which vested on March 14, 2016, the date the Issuer announced analysis of overall survival of Study 301, its Phase 3 clinical study) was canceled in the Merger in exchange for a cash payment, representing the difference between the exercise price per share of the option and $30.25, the purchase price per share of Issuer common stock in the Merger, multiplied by the number of shares.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Jackson Scott Thomas
C/O CELATOR PHARMACEUTICALS, INC.
200 PRINCETONSOUTH CORP. CENTER, STE 180
EWING, NJ 08628
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X
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Chief Executive Officer
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Signatures
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/s/ Scott T. Jackson
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7/12/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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