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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* VITULLO NICOLE (Last) (First) (Middle) C/O DOMAIN ASSOCIATES, LLC ONE PALMER SQUARE (Street) PRINCETON NJ 08542 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Celator Pharmaceuticals Inc [ NONE ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 07/12/2016
	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	07/12/2016		D		2,378,924	D	$30.25	0	I	By Domain Partners VI, L.P.(1)
Common Stock	07/12/2016		D		16,733	D	$30.25	0	I	By DP VI Associates, L.P.(1)
Common Stock	07/12/2016		D		5,867	D	$30.25	0	I	By Domain Associates, LLC(1)

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
Warrant to Purchase Common Stock	$5.2123	07/12/2016		D			44,495	12/15/2011	12/14/2018	Common Stock	44,495	(2)(3)	0	I	By Domain Partners VI, L.P.(1)
Warrant to Purchase Common Stock	$5.2123	07/12/2016		D			32,091	08/28/2012	08/27/2019	Common Stock	32,091	(2)(4)	0	I	By Domain Partners VI, L.P.(1)
Warrant to Purchase Common Stock	$3.58	07/12/2016		D			85,777	04/29/2013	04/29/2020	Common Stock	85,777	(2)(4)	0	I	By Domain Partners VI, L.P.(1)
Stock Option (Right to Buy)	$3.116	07/12/2016		D			28,000	(5)	06/03/2023	Common Stock	28,000	(8)	0	D(9)
Stock Option (Right to Buy)	$2.8	07/12/2016		D			14,000	(6)	06/12/2024	Common Stock	14,000	(8)	0(10)	D(10)
Stock Option (Right to Buy)	$2.6	07/12/2016		D			14,000	(7)	06/11/2025	Common Stock	14,000	(8)	0(10)	D(10)

Explanation of Responses:

1. 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.

2. 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.

3. Non-Assumed as to 26,600 Warrants and Assumed as to 17,895 Warrants.

4. Assumed in full.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

10. 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.

Remarks:

	/s/Lisa A. Kraeutler, Attorney-in-Fact	07/12/2016
	** 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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