0000904454-16-001317.txt : 20160712 0000904454-16-001317.hdr.sgml : 20160712 20160712163241 ACCESSION NUMBER: 0000904454-16-001317 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: VITULLO NICOLE CENTRAL INDEX KEY: 0001196863 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36179 FILM NUMBER: 161764225 MAIL ADDRESS: STREET 1: 3030 SCIENCE PARK ROAD CITY: SAN DIEGO STATE: CA ZIP: 92121 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2016-07-12 1 0001327467 Celator Pharmaceuticals Inc NONE 0001196863 VITULLO NICOLE C/O DOMAIN ASSOCIATES, LLC ONE PALMER SQUARE PRINCETON NJ 08542 1 0 0 0 Common Stock 2016-07-12 4 D 0 2378924 30.25 D 0 I By Domain Partners VI, L.P. Common Stock 2016-07-12 4 D 0 16733 30.25 D 0 I By DP VI Associates, L.P. Common Stock 2016-07-12 4 D 0 5867 30.25 D 0 I By Domain Associates, LLC Warrant to Purchase Common Stock 5.2123 2016-07-12 4 D 0 44495 D 2011-12-15 2018-12-14 Common Stock 44495 0 I By Domain Partners VI, L.P. Warrant to Purchase Common Stock 5.2123 2016-07-12 4 D 0 32091 D 2012-08-28 2019-08-27 Common Stock 32091 0 I By Domain Partners VI, L.P. Warrant to Purchase Common Stock 3.58 2016-07-12 4 D 0 85777 D 2013-04-29 2020-04-29 Common Stock 85777 0 I By Domain Partners VI, L.P. Stock Option (Right to Buy) 3.116 2016-07-12 4 D 0 28000 D 2023-06-03 Common Stock 28000 0 D Stock Option (Right to Buy) 2.80 2016-07-12 4 D 0 14000 D 2024-06-12 Common Stock 14000 0 D Stock Option (Right to Buy) 2.60 2016-07-12 4 D 0 14000 D 2025-06-11 Common Stock 14000 0 D The Reporting Person is a Managing Member of (i) One Palmer Square Associates VI, LLC, which is the sole general partner of Domain Partners VI, L.P. and DP VI Associates, L.P. and (ii) Domain Associates, LLC. Pursuant to Instruction (4)(b)(iv) of Form 4, the Reporting Person has elected to report as indirectly beneficially owned the entire number of securities beneficially owned by each such entity. The Reporting Person disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed her pecuniary interest therein and/or that are not actually distributed to her. Pursuant to the terms of a merger agreement among the Issuer, Jazz Pharmaceuticals plc ("Jazz") and a wholly-owned subsidiary of Jazz, and in accordance with the terms of the warrant agreements between the Issuer and Domain Partners VI, L.P., Jazz agreed to assume certain of the warrants (the "Assumed Warrants"), which following the closing of the merger were exercisable only for an amount in cash equal to (A) the merger consideration of $30.25 per share of Common Stock minus the exercise price of such warrants multiplied by (B) the number of shares of Common Stock underlying such warrants. The warrants not assumed by Jazz (the "Non-Assumed Warrants") were, following the closing of the merger, automatically terminated and converted into the right to receive only the value corresponding to (A) the merger consideration of $30.25 per share of Common Stock minus the exercise price of such warrants multiplied by (B) the number of shares of Common Stock underlying such warrants. Non-Assumed as to 26,600 Warrants and Assumed as to 17,895 Warrants. Assumed in full. The option as granted vested as follows: 9,334 shares on 6/03/2014 and the remainder in seven consecutive quarterly installments of 2,333 shares each, on the third day of each month, beginning on 9/03/2014 through 3/03/2016, and a final installment of 2,335 shares on 6/03/2016. The option as granted vests as follows: 4,666 shares on 6/12/2015 and the remainder in seven consecutive quarterly installments of 1,166 shares each, on the twelfth day of each month, beginning on 09/12/2015 through 3/12/2017, and a final installment of 1,172 shares on 6/12/2017. The option as granted vests as follows: 4,666 shares on 6/11/2016 and the remainder in seven consecutive quarterly installments of 1,166 shares each, on the eleventh day of each month, beginning on 09/11/2016 through 3/11/2018, and a final installment of 1,172 shares on 6/11/2018. Immediately prior to the effectiveness of the merger, each outstanding and unexercised option to purchase Common Stock of the Issuer was canceled and converted into the right to receive an amount in cash equal to the product obtained by multiplying (i) the excess of (x) the merger consideration of $30.25 per share of Common Stock over (y) the exercise price per share underlying such option by (ii) the number of shares subject to such option immediately prior to the effectiveness of the merger. Pursuant to the limited liability company agreement of Domain Associates, LLC, proceeds from this stock option will be paid by the Issuer to Domain Associates, LLC. Pursuant to the limited liability company agreement of Domain Associates, LLC, proceeds from this stock option will be paid by the Issuer 50% to Domain Associates, LLC and 50% to the Reporting Person. /s/Lisa A. Kraeutler, Attorney-in-Fact 2016-07-12