SEC Form 4 · accession 0000919574-16-014070

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

• 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.
• F2These securities are owned by Scott D. Morenstein, who is the Reporting Person.
• F3The option (which had provided for vesting as follows: (i) 4,667 options vested on June 10, 2016; (ii) 1,167 options vest on the 11th day of each of seven consecutive fiscal quarters beginning on September 11, 2016 and continuing through March 11, 2018, and (iii) 1,164 options vest on June 11, 2018) was canceled in the merger under the Agreement and Plan of Merger dated as of May 27, 2016 among Jazz, Purchaser and the Issuer (the "Merger") in exchange for a cash payment of $387,100, 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.
• F4The option (which had provided for vesting as follows: (i) 4,666 options vested on June 12, 2015 (ii) 1,166 options vest on the 12th day of each of seven consecutive fiscal quarters beginning on September 12, 2015 and continuing through March 12, 2017; and (iii) 1,172 options vest on June 12, 2017) was canceled in the in exchange for a cash payment of $384,300, 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.
• F5The option (which had provided for vesting as follows: (i) 9,334 options vested on June 3, 2014; (ii) 9,332 vested over four consecutive fiscal quarters beginning on September 3, 2014 through June 3, 2015, (iii) 2,333 options vested on the third day of each of three consecutive fiscal quarters beginning on September 3, 2015 and continuing through March 3, 2016; and (iv) 2,335 options vested on June 3, 2016) was canceled in the in exchange for a cash payment of $759,752, 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.
• F6These warrants are currently exercisable.
• F7Pursuant 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), 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.
• F8The 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 an advisor to GP II, the reporting person may be deemed to beneficially own securities held by CDK SPV. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
• F9This transaction has also been reported on the Form 4 filed by Valence Life Sciences GP II, LLC.