Celator Pharmaceuticals (CPXX) Form 4 Celator Pharmaceuticals / Lawrence David Mayer ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Mayer Lawrence David

(Last) (First) (Middle)

C/O CELATOR PHARMACEUTICALS, INC.

200 PRINCETONSOUTH CORP. CENTER, STE 180

(Street)

EWING NJ 08628

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Celator Pharmaceuticals Inc [ CPXX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
07/12/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/12/2016		D		107,515	D	$30.25(1)	0	D
Common Stock	07/12/2016		D		7,468	D	$30.25(1)	0	I	By spouse
Common Stock	07/12/2016		D		3,631	D	$30.25(1)	0	I	By spouse's trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$3.37	07/12/2016		D			28,217	(2)	07/10/2017	Common Stock	28,217	$26.88	0	D
Stock Option (right to buy)	$3.116	07/12/2016		D			200,000	(3)	06/03/2023	Common Stock	200,000	$27.134	0	D
Stock Option (right to buy)	$3.22	07/12/2016		D			50,000	(4)	02/18/2024	Common Stock	50,000	$27.03	0	D
Stock Option (right to buy)	$2.79	07/12/2016		D			80,000	(5)	02/18/2024	Common Stock	80,000	$27.46	0	D
Stock Option (right to buy)	$1.32	07/12/2016		D			175,000	(6)	01/27/2026	Common Stock	175,000	$28.93	0	D
Stock Option (right to buy)	$1.32	07/12/2016		D			35,676	(7)	01/27/2026	Common Stock	35,676	$28.93	0	D

Explanation of Responses:

1. Disposed of pursuant to the merger under the Agreement and Plan of Merger dated as of May 27, 2016 among Jazz Pharmaceuticals plc, Plex Merger Sub, Inc. and the Issuer (the "Merger") in exchange for a cash payment, representing the $30.25 purchase price per share of Issuer common stock in the Merger.

2. The option (which was vested in full), was canceled in the Merger in exchange for a cash payment, 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, multiplied by the number of shares.

3. The option (which had provided for vesting as follows: (i) 50,000 options vest on June 3, 2014; and (ii) 150,000 options vest in twelve consecutive quarterly installments of 12,500 shares, each on the 3rd day of the respective month beginning September 3, 2014 and continuing through June 3, 2017) was canceled in the Merger in exchange for a cash payment, 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, multiplied by the number of shares.

4. The option (which had provided for vesting as follows: (i) 12,5000 options vest on February 18, 2015; and (ii) 37,500 options vest in 12 consecutive quarterly installments of 3,125 shares, each on the 18th day of the respective month beginning May 18, 2015 and continuing through February 18, 2018) was canceled in the Merger in exchange for a cash payment, 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, multiplied by the number of shares.

5. The option (which had provided for vesting as follows: (i) 20,000 options vest on February 25, 2016; and (ii) 60,000 options vest in 12 consecutive quarterly installments of 5,000 shares, each on the 25th day of the respective month beginning May 25, 2016 and continuing through November 25, 2018) was canceled in the Merger in exchange for a cash payment, 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, multiplied by the number of shares.

6. The option (which had provided for vesting as follows: (i) 43,750 options vest on January 27, 2017; and (ii) 120,307 options vest in 11 consecutive quarterly installments of 10,937 shares vest on the 27th day of each respective month, beginning April 27, 2017 and continuing through October 27, 2019 and (iii) 10,943 options vest on January 27, 2020) was canceled in the Merger in exchange for a cash payment, 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, multiplied by the number of shares.

7. The option (which vested on March 14, 2016, the date the Issuer announced analysis of overall survival of Study 301, its Phase 3 clinical study) was canceled in the Merger in exchange for a cash payment, 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, multiplied by the number of shares.

Remarks:

President and Chief Scientific Officer

	/s/ Lawrence David Mayer	07/12/2016
	** Signature of Reporting Person	Date
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