0000899243-16-024948.txt : 20160712 0000899243-16-024948.hdr.sgml : 20160712 20160712161851 ACCESSION NUMBER: 0000899243-16-024948 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160712 FILED AS OF DATE: 20160712 DATE AS OF CHANGE: 20160712 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Celator Pharmaceuticals Inc CENTRAL INDEX KEY: 0001327467 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 202680869 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 303B COLLEGE ROAD EAST CITY: PRINCETON STATE: NJ ZIP: 08540 BUSINESS PHONE: (609) 243-0123 MAIL ADDRESS: STREET 1: 303B COLLEGE ROAD EAST CITY: PRINCETON STATE: NJ ZIP: 08540 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DOUGHERTY MICHAEL R CENTRAL INDEX KEY: 0001033516 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36179 FILM NUMBER: 161764133 MAIL ADDRESS: STREET 1: C/O ADOLOR CORP STREET 2: 700 PENNSYLVANIA DR CITY: EXTON STATE: PA ZIP: 19341 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-07-12 1 0001327467 Celator Pharmaceuticals Inc CPXX 0001033516 DOUGHERTY MICHAEL R C/O CELATOR PHARMACEUTICALS 200 PRINCETONSOUTH CORP. CENTER, STE 180 EWING NJ 08628 1 1 0 0 Executive Chairman Common Stock 2016-07-12 4 D 0 20000 30.25 D 0 D Stock Option (right to buy) 3.116 2016-07-12 4 D 0 28000 27.134 D 2023-07-23 Common Stock 28000 0 D Stock Option (right to buy) 2.80 2016-07-12 4 D 0 14000 27.45 D 2024-06-12 Common Stock 14000 0 D Stock Option (right to buy) 2.65 2016-07-12 4 D 0 20600 27.60 D 2024-08-14 Common Stock 20600 0 D Stock Option (right to buy) 2.60 2016-07-12 4 D 0 22000 27.65 D 2025-06-11 Common Stock 22000 0 D Stock Option (right to buy) 2.18 2016-07-12 4 D 0 500000 28.07 D 2025-08-20 Common Stock 500000 0 D Stock Option (right to buy) 1.32 2016-01-27 4 D 0 75000 28.93 D 2026-01-27 Common Stock 75000 0 D Stock Option (right to buy) 1.32 2016-01-27 4 D 0 17457 28.93 D 2026-01-27 Common Stock 17457 0 D 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, multiplied by the number of shares. The option (which had provided for vesting as follows: (i) 9,334 options vest on July 23, 2014; (ii) 16,331 options vest in seven consecutive quarterly installments of 2,333 shares, each on the 23rd day of the respective month beginning on October 23, 2014 and continuing through April 23, 2016, and (iii) 2,335 options vest on July 23, 2016) 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. The option (which had provided for vesting as follows: (i) 4,666 options vest on June 12, 2015; (ii) 8,162 options vest in seven consecutive quarterly installments of 1,166 shares, each on the 12th day of the respective month beginning September 12, 2015 and continuing through March 12, 2017, and (iii) 1,172 options vest on June 12, 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. The option (which had provided for vesting as follows vests as follows: (i) 6,866 options vest on August 14, 2015; (ii) 12, 012 options vest in seven consecutive quarterly installments of 1,716 shares each on the 23rd day of the respective month beginning on November 14, 2015 and continuing through May 14, 2017, and (iii) 1,722 options vest on August 14, 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. The option (which had provided for vesting as follows: (i) 7,333 options vest on June 11, 2016; (ii) 12,831 options vest in seven consecutive quarterly installments of 1,833 shares each on the 11th day of each respective month, beginning September 11, 2015 and continuing through March 11, 2018 and (iii)1,836 options vest on Jun 11, 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. The option (which had provided for vesting in 35 consecutive monthly installments of 13,889 shares each on the 20th day of each month beginning September 20, 2015 and continuing through July 20, 2018 with a final installment of 13,885 shares on August 20, 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. The option (which had provided for vesting as follows: (i) 18,750 options vest on January 27, 2017; and (ii) 51,557 options vest in 11 consecutive quarterly installments of 4,687 shares vest on the 27th day of each respective month, beginning April 27, 2017 and continuing through October 27, 2019 and (iii) 4,693 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. 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. /s/ Fred M. Powell, attorney-in-fact 2016-07-12