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 *

Powell Fred M 		2. Issuer Name and Ticker or Trading Symbol

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

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
VP and Chief Financial Officer
(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
Common Stock   7/12/2016     D    156064   D $30.25   (1) 0   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)   $3.116   7/6/2016     D         181113      (2) 6/3/2023   Common Stock   181113   $27.134   0   D    
Stock Option (right to buy)   $3.22   7/12/2016     D         50000      (3) 2/18/2024   Common Stock   50000   $27.03   0   D    
Stock Option (right to buy)   $2.79   7/12/2016     D         55000      (4) 2/18/2024   Common Stock   55000   $27.46   0   D    
Stock Option (right to buy)   $1.32   7/12/2016     D         137500      (5) 1/27/2026   Common Stock   137500   $28.93   0   D    

Explanation of Responses:
( 1)  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, multiplied by the number of shares.
( 2)  The option (initially exercisable for 253,000 shares, which had provided for vesting as follows: (i) 63,250 options vest on June 3, 2014; (ii) 173,943 options vest in eleven consecutive quarterly installments of 15,813 shares, each on the 3rd day of the respective month beginning September 3, 2014 and continuing through March 3, 2017 and (iii) 15,807 options vest on 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.
( 3)  The option (which had provided for vesting as follows: (i) 12,500 options vest on February 18, 2015; and (ii) 37,500 options vest in 12 consecutive quarterly installments of 3,125 shares, each on the 18th day of the respective month beginning May 18, 2015 and continuing through 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.
( 4)  The option (which had provided for vesting as follows: (i) 13,750 options vest on February 25, 2016; (ii) 37,818 options vest in 11 consecutive quarterly installments of 3,438 shares, each on the 25th day of the respective month beginning May 25, 2016 and continuing through November 25, 2018, and (iii) 3,432 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.
( 5)  The option (which had provided for vesting as follows: (i) 34,375 options vest on January 27, 2017; and (ii) 94,523 options vest in 11 consecutive quarterly installments of 8,593 shares vest on the 27th day of each respective month, beginning April 27, 2017 and continuing through October 27, 2019 and (iii) 8,602 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.

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

VP and Chief Financial Officer

Signatures
/s/ Fred M. Powell 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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