SEC Form 4 · accession 0000899243-16-024958

Celator Pharmaceuticals Inc · CPXX

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Fred M Powell

Officer — VP and Chief Financial Officer

Period of report

Jul 12, 2016

Accepted (ET)

Jul 12, 2016 · 4:24 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 Stock^F1	Jul 12, 2016	D	156,064	$30.25	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option (right to buy)^F2	$3.116	Jul 6, 2016	D	181,113	D	—	Jun 3, 2023	Common Stock	181,113	D
Stock Option (right to buy)^F3	$3.22	Jul 12, 2016	D	50,000	D	—	Feb 18, 2024	Common Stock	50,000	D
Stock Option (right to buy)^F4	$2.79	Jul 12, 2016	D	55,000	D	—	Feb 18, 2024	Common Stock	55,000	D
Stock Option (right to buy)^F5	$1.32	Jul 12, 2016	D	137,500	D	—	Jan 27, 2026	Common Stock	137,500	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 (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.
F3The 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.
F4The 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.
F5The 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.