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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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)
President & Chief Sci Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/27/2016

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								71,594	D
Common Stock								7,468	I	By spouse
Common Stock								3,631	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	$1.32	01/27/2016		A		175,000		(1)	01/27/2026	Common Stock	175,000	$0	175,000	D
Stock Option, Right to Buy	$1.32	01/27/2016		A		35,677		(2)	01/27/2026	Common Stock	35,677	$0	35,677	D

Explanation of Responses:

1. These options vest as follows: (i) 43,750 options vest on January 27, 2017; and (ii) the remaining 131,250 options vest in 11 consecutive quarterly installments of 10,937 shares vest on the 27th day of each April, July, October and January, beginning April 27, 2017 and continuing through October 27, 2019 and one final installment of 10,943 shares on January 27, 2020.

2. These options vest on the date the Issuer announces analysis of overall survival of Study 301, its Phase 3 clinical study.

	/s/ Lawrence David Mayer	01/29/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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