SEC Form 4 · accession 0001192482-16-000665

Celator Pharmaceuticals Inc · CPXX

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

Reporting owner

Richard S Kollender

Director

Period of report

Jun 20, 2016

Accepted (ET)

Jul 13, 2016 · 1:06 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	Jun 20, 2016	X	40,614	—	A	1,327,888	I	By Quaker BioVentures, L.P.
Common Stock^F2	Jun 20, 2016	X	47,265	—	A	637,962	I	By Garden State Life Sciences Venture Fund, L.P.
Common Stock	Jul 12, 2016	U	1,327,888	$30.25	D	0	I	By Quaker BioVentures, L.P.
Common Stock	Jul 12, 2016	U	637,962	$30.25	D	0	I	By Garden State Life Sciences Venture Fund, L.P.

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Warrant	$5.2123	Jun 20, 2016	X	16,391	D	Aug 28, 2012	Aug 28, 2019	Common Stock	16,391	I
Warrant	$5.2123	Jun 20, 2016	X	19,076	D	Aug 28, 2012	Aug 28, 2019	Common Stock	19,076	I
Warrant	$3.58	Jun 20, 2016	X	30,708	D	Apr 29, 2013	Apr 29, 2020	Common Stock	30,708	I
Warrant	$3.58	Jun 20, 2016	X	35,737	D	Apr 29, 2013	Apr 29, 2020	Common Stock	35,737	I
Stock Option (Right to Buy)	$3.116	Jul 12, 2016	D	28,000	D	Jul 12, 2016	Jun 23, 2023	Common Stock	28,000	D
Stock Option (Right to Buy)	$2.80	Jul 12, 2016	D	14,000	D	Jul 12, 2016	Jun 12, 2014	Common Stock	14,000	D
Stock Option (Right to Buy)	$2.60	Jul 12, 2016	D	14,000	D	Jul 12, 2016	Jun 11, 2025	Common Stock	14,000	D
Warrant^F5	$5.2123	Jul 12, 2016	D	11,027	D	Aug 28, 2012	Aug 28, 2019	Common Stock	11,027	I
Warrant^F5	$5.2123	Jul 12, 2016	D	12,832	D	Aug 28, 2012	Aug 28, 2019	Common Stock	12,832	I

Explanation of responses

F1Includes (i) 27,058 shares of common stock issued upon net exercise of a warrant granted on April 29, 2013 to purchase an aggregate of 30,708 shares of common stock at an exercise price of $3.58 per share; and (ii) 13,556 shares of common stock issued upon net exercise of a warrant granted on August 28, 2012 to purchase an aggregate of 16,391 shares of common stock at an exercise price of $5.2123 per share.
F2Includes (i) 31,489 shares of common stock issued upon net exercise of a warrant granted on April 29, 2013 to purchase an aggregate of 35,737 shares of common stock at an exercise price of $3.58 per share; and (ii) 15,776 shares of common stock issued upon net exercise of a warrant granted on August 28, 2012 to purchase an aggregate of 19,076 shares of common stock at an exercise price of $5.2123 per share.
F3On July 12, 2016, Jazz Pharmaceuticals plc ("Jazz") acquired the issuer pursuant to that certain agreement and plan of merger, dated May 27, 2016 by and among Jazz, Plex Merger Sub, Inc., and the issuer (the "Transaction"). At the effective time of the merger, each outstanding share of the issuer's common stock was converted into the right to receive $30.25 in cash (the "per share merger consideration").
F4In connection with the consummation of the Transaction, each outstanding stock option was exchanged for the right to receive the product of (i) the difference between $30.25 and the exercise price of such option, and (ii) the number of shares subject to such option.
F5In connection with the consummation of the Transaction, and in accordance with this warrant's terms, the warrant was exercised in exchange for consideration equal to the per share merger consideration payable to the warrantholder if the warrant had been exercised in full immediately prior to the consummation of th Transaction.