SEC Form 4 · accession 0000919574-16-014068
Celator Pharmaceuticals Inc · CPXX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jul 12, 2016
Accepted (ET)
Jul 12, 2016 · 5:00 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,F2 | Jul 12, 2016 | U | 1,039,109 | $30.25 | D | 0 | I | See Footnote |
| Common StockF1 | Jul 12, 2016 | U | 143,986 | $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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WARRANTF4,F2,F3 | $3.58 | Jul 12, 2016 | J | 314,611 | D | — | Apr 29, 2020 | COMMON STOCK | 314,611 | 0 | I |
| WARRANTF4,F3 | $3.58 | Jul 12, 2016 | J | 44,740 | D | — | Apr 29, 2020 | COMMON STOCK | 44,740 | 0 | D |
Explanation of responses
- F1Represents 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.
- F2The reported securities are directly owned by Valence CDK SPV, L.P. ("CDK SPV"). Valence Life Sciences GP II, LLC ("GP II") is the sole general partner of CDK SPV. In his capacity as the sole manager of GP II, Eric Roberts shares voting and investment authority over the securities held by CDK SPV. GP II and Mr. Roberts may be deemed to beneficially own the securities held by CDK SPV. Mr. Roberts and GP II disclaim beneficial ownership of these securities except to the extent of their respective pecuniary interests therein.
- F3These warrants are currently exercisable.
- F4Pursuant 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.
- F5This transaction has also been reported on the Form 4 filed by Scott D. Morenstein.