Associates, L.L.C. CDK 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)
06/21/2016

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
Common Stock	06/21/2016		G		88,571	D	(1)	2,157,898	I	By CDK ASSOCIATES, LLC(2)
Common Stock	06/21/2016		G		564,222	D	(1)	1,593,676	I	By CDK ASSOCIATES, LLC(2)
Common Stock	06/21/2016		G		564,222	A	(1)	564,222	I	See Footnote(3)
Common Stock	06/21/2016		G		1,926	D	(1)	1,591,750	I	By CDK ASSOCIATES, LLC(2)

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

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. This transaction represents a gift/charitable donation effective June 21, 2016. This is not a market transaction, thus no price has been reported. No value was received for the gifted shares.

2. These 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.

3. These 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.

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	06/22/2016
	Caxton Corporation, By: /s/ Heath Weisberg, Chief Compliance Officer	06/22/2016
	CDK Associates, LLC, By; Caxton Corporation, Manager, By: /s/ Heath Weisberg, Chief Compliance Officer	06/22/2016
	** Signature of Reporting Person	Date
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