SEC Form 4 · accession 0000899243-16-024948
Celator Pharmaceuticals Inc · CPXX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael R Dougherty
Officer — Executive Chairman · Director
Period of report
Jul 12, 2016
Accepted (ET)
Jul 12, 2016 · 4:18 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001327467
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jul 12, 2016 | D | 20,000 | $30.25 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F2 | $3.116 | Jul 12, 2016 | D | 28,000 | D | — | Jul 23, 2023 | Common Stock | 28,000 | 0 | D |
| Stock Option (right to buy)F3 | $2.80 | Jul 12, 2016 | D | 14,000 | D | — | Jun 12, 2024 | Common Stock | 14,000 | 0 | D |
| Stock Option (right to buy)F4 | $2.65 | Jul 12, 2016 | D | 20,600 | D | — | Aug 14, 2024 | Common Stock | 20,600 | 0 | D |
| Stock Option (right to buy)F5 | $2.60 | Jul 12, 2016 | D | 22,000 | D | — | Jun 11, 2025 | Common Stock | 22,000 | 0 | D |
| Stock Option (right to buy)F6 | $2.18 | Jul 12, 2016 | D | 500,000 | D | — | Aug 20, 2025 | Common Stock | 500,000 | 0 | D |
| Stock Option (right to buy)F7 | $1.32 | Jan 27, 2016 | D | 75,000 | D | — | Jan 27, 2026 | Common Stock | 75,000 | 0 | D |
| Stock Option (right to buy)F8 | $1.32 | Jan 27, 2016 | D | 17,457 | D | — | Jan 27, 2026 | Common Stock | 17,457 | 0 | D |
Explanation of responses
- F1Disposed 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.
- F2The option (which had provided for vesting as follows: (i) 9,334 options vest on July 23, 2014; (ii) 16,331 options vest in seven consecutive quarterly installments of 2,333 shares, each on the 23rd day of the respective month beginning on October 23, 2014 and continuing through April 23, 2016, and (iii) 2,335 options vest on July 23, 2016) 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.
- F3The option (which had provided for vesting as follows: (i) 4,666 options vest on June 12, 2015; (ii) 8,162 options vest in seven consecutive quarterly installments of 1,166 shares, each on the 12th day of the 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 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.
- F4The option (which had provided for vesting as follows vests as follows: (i) 6,866 options vest on August 14, 2015; (ii) 12, 012 options vest in seven consecutive quarterly installments of 1,716 shares each on the 23rd day of the respective month beginning on November 14, 2015 and continuing through May 14, 2017, and (iii) 1,722 options vest on August 14, 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.
- F5The option (which had provided for vesting as follows: (i) 7,333 options vest on June 11, 2016; (ii) 12,831 options vest in seven consecutive quarterly installments of 1,833 shares each on the 11th day of each respective month, beginning September 11, 2015 and continuing through March 11, 2018 and (iii)1,836 options vest on Jun 11, 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.
- F6The option (which had provided for vesting in 35 consecutive monthly installments of 13,889 shares each on the 20th day of each month beginning September 20, 2015 and continuing through July 20, 2018 with a final installment of 13,885 shares on August 20, 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.
- F7The option (which had provided for vesting as follows: (i) 18,750 options vest on January 27, 2017; and (ii) 51,557 options vest in 11 consecutive quarterly installments of 4,687 shares vest on the 27th day of each respective month, beginning April 27, 2017 and continuing through October 27, 2019 and (iii) 4,693 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.
- F8The 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.