SEC Form 4 · accession 0000904454-16-001317

Celator Pharmaceuticals Inc · CPXX

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

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1The Reporting Person is a Managing Member of (i) One Palmer Square Associates VI, LLC, which is the sole general partner of Domain Partners VI, L.P. and DP VI Associates, L.P. and (ii) Domain Associates, LLC. Pursuant to Instruction (4)(b)(iv) of Form 4, the Reporting Person has elected to report as indirectly beneficially owned the entire number of securities beneficially owned by each such entity. The Reporting Person disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed her pecuniary interest therein and/or that are not actually distributed to her.
• F10Pursuant to the limited liability company agreement of Domain Associates, LLC, proceeds from this stock option will be paid by the Issuer 50% to Domain Associates, LLC and 50% to the Reporting Person.
• F2Pursuant to the terms of a merger agreement among the Issuer, Jazz Pharmaceuticals plc ("Jazz") and a wholly-owned subsidiary of Jazz, and in accordance with the terms of the warrant agreements between the Issuer and Domain Partners VI, L.P., Jazz agreed to assume certain of the warrants (the "Assumed Warrants"), which following the closing of the merger were exercisable only for an amount in cash equal to (A) the merger consideration of $30.25 per share of Common Stock minus the exercise price of such warrants multiplied by (B) the number of shares of Common Stock underlying such warrants. The warrants not assumed by Jazz (the "Non-Assumed Warrants") were, following the closing of the merger, automatically terminated and converted into the right to receive only the value corresponding to (A) the merger consideration of $30.25 per share of Common Stock minus the exercise price of such warrants multiplied by (B) the number of shares of Common Stock underlying such warrants.
• F3Non-Assumed as to 26,600 Warrants and Assumed as to 17,895 Warrants.
• F4Assumed in full.
• F5The option as granted vested as follows: 9,334 shares on 6/03/2014 and the remainder in seven consecutive quarterly installments of 2,333 shares each, on the third day of each month, beginning on 9/03/2014 through 3/03/2016, and a final installment of 2,335 shares on 6/03/2016.
• F6The option as granted vests as follows: 4,666 shares on 6/12/2015 and the remainder in seven consecutive quarterly installments of 1,166 shares each, on the twelfth day of each month, beginning on 09/12/2015 through 3/12/2017, and a final installment of 1,172 shares on 6/12/2017.
• F7The option as granted vests as follows: 4,666 shares on 6/11/2016 and the remainder in seven consecutive quarterly installments of 1,166 shares each, on the eleventh day of each month, beginning on 09/11/2016 through 3/11/2018, and a final installment of 1,172 shares on 6/11/2018.
• F8Immediately prior to the effectiveness of the merger, each outstanding and unexercised option to purchase Common Stock of the Issuer was canceled and converted into the right to receive an amount in cash equal to the product obtained by multiplying (i) the excess of (x) the merger consideration of $30.25 per share of Common Stock over (y) the exercise price per share underlying such option by (ii) the number of shares subject to such option immediately prior to the effectiveness of the merger.
• F9Pursuant to the limited liability company agreement of Domain Associates, LLC, proceeds from this stock option will be paid by the Issuer to Domain Associates, LLC.