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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

MOLLICA JOSEPH A 		2. Issuer Name and Ticker or Trading Symbol

Celator Pharmaceuticals Inc [ CPXX ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O CELATOR PHARMACEUTICALS, INC., 200 PRINCETONSOUTH CORP. CENTER, STE 180 		3. Date of Earliest Transaction (MM/DD/YYYY)

7/12/2016
(Street)

EWING, NJ 08628
(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

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)   $3.37   7/12/2016     D         26668      (1) 12/4/2017   Common Stock   26668   $26.88   0   D    
Stock Option (right to buy)   $3.116   7/12/2016     D         28000      (2) 6/3/2023   Common Stock   28000   $27.134   0   D    
Stock Option (right to buy)   $2.80   7/12/2016     D         14000      (3) 6/12/2024   Common Stock   14000   $27.45   0   D    
Stock Option (right to buy)   $2.60   7/12/2016     D         14000      (4) 6/11/2025   Common Stock   14000   $27.65   0   D    

Explanation of Responses:
( 1)  The option (which was vested in full), was canceled in 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 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.
( 2)  The option (which had provided for vesting as follows: (i) 9,334 options vest on June 3, 2014; (ii) 16,331 shares vest in seven consecutive quarterly installments of 2,333 shares each on the 3rd day of each respective month, beginning September 3, 2014 and continuing through March 3, 2016 and (iii) 2,335 options vest on June 3, 2016) was canceled in the 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.
( 3)  The option (which had provided for vesting as follows: (i) 4,666 options vest on June 12, 2015; (ii) 8,162 shares vest in seven consecutive quarterly installments of 1,166 shares each on the 12th day of each respective month, beginning September 12, 2015 and continuing through March 12, 2017 and (iii) 1,172 options vest on June 12, 2017) was canceled in the 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.
( 4)  The option (which had provided for vesting as follows: (i) 4,667 options vest on June 11, 2016; (ii) 8,169 shares vest in seven consecutive quarterly installments of 1,167 shares each on the 11th day of each respective month, beginning September 11, 2016 and continuing through March 11, 2018 and (iii) 1,164 options vest on June 11, 2018) was canceled in the 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MOLLICA JOSEPH A
C/O CELATOR PHARMACEUTICALS, INC.
200 PRINCETONSOUTH CORP. CENTER, STE 180
EWING, NJ 08628 		X



Signatures
/s/ Fred M. Powell, Attorney-in-Fact 7/12/2016
** 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.
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