SEC Form 4 · accession 0000899243-16-024952
Celator Pharmaceuticals Inc · CPXX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Lawrence David Mayer
Officer — See Remarks
Period of report
Jul 12, 2016
Accepted (ET)
Jul 12, 2016 · 4:21 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 | 107,515 | $30.25 | D | 0 | D | |
| Common StockF1 | Jul 12, 2016 | D | 7,468 | $30.25 | D | 0 | I | By spouse |
| Common StockF1 | Jul 12, 2016 | D | 3,631 | $30.25 | D | 0 | I | By spouse's trust |
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 | $3.37 | Jul 12, 2016 | D | 28,217 | D | — | Jul 10, 2017 | Common Stock | 28,217 | 0 | D |
| Stock Option (right to buy)F3 | $3.116 | Jul 12, 2016 | D | 200,000 | D | — | Jun 3, 2023 | Common Stock | 200,000 | 0 | D |
| Stock Option (right to buy)F4 | $3.22 | Jul 12, 2016 | D | 50,000 | D | — | Feb 18, 2024 | Common Stock | 50,000 | 0 | D |
| Stock Option (right to buy)F5 | $2.79 | Jul 12, 2016 | D | 80,000 | D | — | Feb 18, 2024 | Common Stock | 80,000 | 0 | D |
| Stock Option (right to buy)F6 | $1.32 | Jul 12, 2016 | D | 175,000 | D | — | Jan 27, 2026 | Common Stock | 175,000 | 0 | D |
| Stock Option (right to buy)F7 | $1.32 | Jul 12, 2016 | D | 35,676 | D | — | Jan 27, 2026 | Common Stock | 35,676 | 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.
- F2The 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.
- F3The option (which had provided for vesting as follows: (i) 50,000 options vest on June 3, 2014; and (ii) 150,000 options vest in twelve consecutive quarterly installments of 12,500 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.
- F4The option (which had provided for vesting as follows: (i) 12,5000 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.
- F5The option (which had provided for vesting as follows: (i) 20,000 options vest on February 25, 2016; and (ii) 60,000 options vest in 12 consecutive quarterly installments of 5,000 shares, each on the 25th day of the respective month beginning May 25, 2016 and continuing through November 25, 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 as follows: (i) 43,750 options vest on January 27, 2017; and (ii) 120,307 options vest in 11 consecutive quarterly installments of 10,937 shares vest on the 27th day of each respective month, beginning April 27, 2017 and continuing through October 27, 2019 and (iii) 10,943 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.
- F7The 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.
Remarks
President and Chief Scientific Officer