| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Celator Pharmaceuticals Inc [ CPXX ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 06/11/2015 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||||||||||||||
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| 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) | $2.6 | 06/11/2015 | A | 14,000 | (1) | 06/11/2025 | Common Stock | 14,000 | $0 | 14,000 | D(3) | ||||
| Stock Option (Right to Buy) | $2.8 | (2) | 06/12/2024 | Common Stock | 14,000 | 14,000 | D(3) | ||||||||
| Stock Option (Right to Buy) | $3.116 | (4) | 06/03/2023 | Common Stock | 28,000 | 28,000 | D(3) | ||||||||
| Warrant | $3.58 | (5) | 04/29/2020 | Common Stock | 358 | 358 | D(3) | ||||||||
| Warrant | $3.58 | (5) | 04/29/2020 | Common Stock | 314,611 | 314,611 | I | See Footnote(6) | |||||||
| Explanation of Responses: |
| 1. The options vest as follows: (i) 4,667 options vest on June 10, 2016; (ii) 1,167 options vest on the 11th day of each of seven consecutive fiscal quarters beginning on September 11, 2016 and continuing through March 11, 2018, and (iii) 1,164 options vest on June 11, 2018. |
| 2. The options vest as follows: (i) 4,666 options vested on June 12, 2015 and are currently exercisable (ii) 1,166 options vest on the 12th day of each of seven consecutive fiscal quarters beginning on September 12, 2015 and continuing through March 12, 2017; and (iii) 1,172 options vest on June 12, 2017. |
| 3. These securities are owned by Scott D. Morenstein, who is the Reporting Person. |
| 4. The options vest as follows: (i) 9,334 options vested on June 3, 2014 and are currently exercisable; (ii) 9,332 vested over four consecutive fiscal quarters beginning on September 3, 2014 through June 3, 2015 and are currently exercisable, (iii) 2,333 options vest on the third day of each of three consecutive fiscal quarters beginning on September 3, 2015 and continuing through March 3, 2016; and (iv) 2,335 options vest on June 3, 2016. |
| 5. These warrants are currently exercisable. |
| 6. The reported securities are directly owned by Valence CDK SPV, L.P. ("CDK SPV"). Valence Life Sciences GP II, LLC ("GP II") is the sole general partner of CDK SPV. In his capacity as an advisor to GP II, the reporting person may be deemed to beneficially own securities held by CDK SPV. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
| /s/ Scott D. Morenstein | 06/15/2015 | |
| ** 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). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
