Celator Pharmaceuticals (CPXX) Form 4 Celator Pharmaceuticals / ASSOCIATES, L.L.C. CDK 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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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^*

Kovner Bruce

(Last) (First) (Middle)

C/O CAXTON CORPORATION

731 ALEXANDER ROAD, BLDG. 2

(Street)

PRINCETON NJ 08540

(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
	Officer (give title below)	X	Other (specify below)
See Remarks Section

3. Date of Earliest Transaction (Month/Day/Year)
12/02/2015

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

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

	Form filed by One Reporting Person
X	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

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
Warrant	$5.2123	12/02/2015		P		34,647		(1)	08/28/2019	Common Stock	34,647	$0.24	34,647	I	By CDK Associates, LLC(2)
Warrant	$3.58	12/02/2015		P		38,805		(1)	04/29/2020	Common Stock	38,805	$0.24	889,403	I	By CDK Associates, LLC(2)

1. Name and Address of Reporting Person^*

Kovner Bruce

(Last) (First) (Middle)

C/O CAXTON CORPORATION

731 ALEXANDER ROAD, BLDG. 2

(Street)

PRINCETON NJ 08540

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CAXTON CORP

(Last) (First) (Middle)

731 ALEXANDER ROAD

BUILDING 2

(Street)

PRINCETON NJ 08540

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CDK ASSOCIATES, L.L.C.

(Last) (First) (Middle)

C/O CAXTON CORPORATION

731 ALEXANDER ROAD, BLDG. 2

(Street)

PRINCETON NJ 08540

(City) (State) (Zip)

Explanation of Responses:

1. These warrants are currently exercisable.

2. These warrants are owned directly by CDK Associates, LLC, which is a reporting person. The warrants 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 warrants except to the extent of its or his pecuniary interest therein, and the inclusion of these warrants in this report shall not be deemed to be an admission of the beneficial ownership of all of the reported warrants for purposes of Section 16 or for any other purpose.

Remarks:

Scott Morenstein, a director of the Issuer, is an employee of Caxton Alternative Management LP, an affiliate of Caxton Corporation.

	Bruce Kovner, By: /s/ Heath Weisberg, Attorney-in-Fact	12/04/2015
	Caxton Corporation, By: /s/ Heath Weisberg, Chief Compliance Officer	12/04/2015
	CDK Associates, LLC, By; Caxton Corporation, Manager, By: /s/ Heath Weisberg, Chief Compliance Officer	12/04/2015
	** Signature of Reporting Person	Date
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