Statement of Changes in Beneficial Ownership (4)
12 Juli 2016 - 11:09PM
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
*
Kovner Bruce
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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)
_____ Director
_____ 10% Owner
_____ Officer (give title below)
__
X
__ Other (specify below)
See Remarks Section
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(Last)
(First)
(Middle)
C/O CAXTON CORPORATION, 731 ALEXANDER ROAD, BLDG. 2
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/12/2016
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(Street)
PRINCETON, NJ 08540
(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)
___ Form filed by One Reporting Person
_
X
_ 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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U
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1591750
(1)
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D
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$30.25
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0
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I
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By CDK ASSOCIATES, LLC
(2)
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Common Stock
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7/12/2016
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U
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564222
(1)
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D
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$30.25
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0
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I
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See FOOTNOTE
(3)
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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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WARRANT
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$5.2123
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7/12/2016
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J
(5)
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34647
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(4)
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8/28/2019
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COMMON STOCK
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34647
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(5)
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0
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I
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By CDK ASSOCIATES, LLC
(2)
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WARRANT
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$3.58
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7/12/2016
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J
(5)
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889403
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(4)
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4/29/2020
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COMMON STOCK
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889403
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(5)
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0
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I
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By CDK ASSOCIATES, LLC
(2)
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Explanation of Responses:
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(
1)
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Represents shares of common stock that were tendered to Plex Merger Sub, Inc., a Delaware corporation ("Purchaser") and an indirect wholly owned subsidiary of Jazz Pharmaceuticals plc, a public limited company formed under the laws of Ireland ("Jazz"), pursuant to the Purchaser's offer to purchase all of the outstanding common shares of Celator Pharmaceuticals, Inc. (the "Issuer") at a purchase price of $30.25 per common share, net to the seller in cash, without interest (less any required withholding taxes), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 10, 2016 (as amended or supplemented) and in the related Letter of Transmittal (as amended or supplemented, which together with the Offer to Purchase, the "Offer"). Such shares were purchased by Purchaser pursuant to the Offer on July 12, 2016.
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(
2)
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These securities are owned directly by CDK Associates, LLC, which is a reporting person. The securities directly owned by CDK Associates, LLC may be deemed to be indirectly beneficially owned by (i) Caxton Corporation, the manager of CDK Associates, LLC, and (ii) Bruce Kovner, the chairman and sole shareholder of Caxton Corporation. Each of Caxton Corporation and Bruce Kovner disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed to be an admission of the beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
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(
3)
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These securities are owned directly by an investment entity wholly-owned by Bruce Kovner's family's charitable foundation and may be deemed to be indirectly beneficially owned by (i) Caxton Corporation, the manager of the investment entity wholly-owned by the foundation, and (ii) Bruce Kovner, the co-chairman of the foundation and the chairman and sole shareholder of Caxton Corporation. Each of Caxton Corporation and Bruce Kovner disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed to be an admission of the beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
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(
4)
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These warrants are currently exercisable.
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(
5)
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Pursuant to the Agreement and Plan of Merger dated as of May 27, 2016, among Jazz, Purchaser and the Issuer (as amended or supplemented from time to time) (the "Merger"), these warrants are being assumed by Jazz and represent the right to receive cash from Jazz in an amount equal to the difference between the exercise price per share of the warrants and $30.25, the purchase price per share of Issuer common stock in the Merger, multiplied by the number of underlying shares of common stock.
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Remarks:
Scott Morenstein, a director of the Issuer, is an employee of Caxton Alternative Management LP, an affiliate of Caxton Corporation.
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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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Kovner Bruce
C/O CAXTON CORPORATION
731 ALEXANDER ROAD, BLDG. 2
PRINCETON, NJ 08540
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See Remarks Section
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CDK ASSOCIATES, L.L.C.
C/O CAXTON CORPORATION
731 ALEXANDER ROAD, BLDG. 2
PRINCETON, NJ 08540
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See Remarks Section
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CAXTON CORP
731 ALEXANDER ROAD
BUILDING 2
PRINCETON, NJ 08540
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See Remarks Section
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Signatures
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Bruce Kovner, By: /s/ Heath Weisberg, Attorney-in-Fact
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7/12/2016
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**
Signature of Reporting Person
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Date
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CDK Associates, LLC, By; Caxton Corporation, Manager, By: /s/ Heath Weisberg, Chief Compliance Officer
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7/12/2016
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**
Signature of Reporting Person
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Date
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Caxton Corporation, By: /s/ Heath Weisberg, Chief Compliance Officer
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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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