SEC Form 4 · accession 0000919574-16-014072
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 · 5:07 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 | 1,591,750 | $30.25 | D | 0 | I | By CDK ASSOCIATES, LLC |
| Common StockF1,F3 | Jul 12, 2016 | U | 564,222 | $30.25 | D | 0 | I | See FOOTNOTE |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WARRANTF5,F2,F4 | $5.2123 | Jul 12, 2016 | J | 34,647 | D | — | Aug 28, 2019 | COMMON STOCK | 34,647 | 0 | I |
| WARRANTF5,F2,F4 | $3.58 | Jul 12, 2016 | J | 889,403 | D | — | Apr 29, 2020 | COMMON STOCK | 889,403 | 0 | I |
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 directly by CDK Associates, LLC, which is a reporting person. The securities directly owned by CDK Associates, LLC may be deemed to be indirectly beneficially owned by (i) Caxton Corporation, the manager of CDK Associates, LLC, and (ii) Bruce Kovner, the chairman and sole shareholder of Caxton Corporation. Each of Caxton Corporation and Bruce Kovner disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed to be an admission of the beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
- F3These securities are owned directly by an investment entity wholly-owned by Bruce Kovner's family's charitable foundation and may be deemed to be indirectly beneficially owned by (i) Caxton Corporation, the manager of the investment entity wholly-owned by the foundation, and (ii) Bruce Kovner, the co-chairman of the foundation and the chairman and sole shareholder of Caxton Corporation. Each of Caxton Corporation and Bruce Kovner disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed to be an admission of the beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
- F4These warrants are currently exercisable.
- F5Pursuant 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.
Remarks
Scott Morenstein, a director of the Issuer, is an employee of Caxton Alternative Management LP, an affiliate of Caxton Corporation.