0000899243-16-024954.txt : 20160712 0000899243-16-024954.hdr.sgml : 20160712 20160712162151 ACCESSION NUMBER: 0000899243-16-024954 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: Jackson Scott Thomas CENTRAL INDEX KEY: 0001566617 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36179 FILM NUMBER: 161764156 MAIL ADDRESS: STREET 1: 303B COLLEGE ROAD EAST CITY: PRINCETON STATE: NJ ZIP: 08540 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-07-12 1 0001327467 Celator Pharmaceuticals Inc CPXX 0001566617 Jackson Scott Thomas C/O CELATOR PHARMACEUTICALS, INC. 200 PRINCETONSOUTH CORP. CENTER, STE 180 EWING NJ 08628 1 1 0 0 Chief Executive Officer Common Stock 2016-07-12 4 D 0 301518 30.25 D 0 D Stock Option (right to buy) 2.44 2016-07-12 4 D 0 98409 27.81 D 2019-03-05 Common Stock 98409 0 D Stock Option (right to buy) 3.116 2016-07-12 4 D 0 333724 27.134 D 2023-06-03 Common Stock 333724 0 D Stock Option (right to buy) 3.22 2016-07-12 4 D 0 157000 27.03 D 2024-02-18 Common Stock 157000 0 D Stock Option (right to buy) 2.79 2016-07-12 4 D 0 175000 27.46 D 2024-02-18 Common Stock 175000 0 D Stock Option (right to buy) 1.32 2016-07-12 4 D 0 295000 28.93 D 2026-01-27 Common Stock 295000 0 D Stock Option (right to buy) 1.32 2016-07-12 4 D 0 118835 28.93 D 2026-01-27 Common Stock 118835 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. The option (which was vested in full), 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 (initially exercisable for 430,000 shares, which had provided for vesting as follows: (i) 107,500 options vest on June 3, 2014; and (ii) 322,500 options vest in twelve consecutive quarterly installments of 26,875 shares, each on the 3rd day of the respective month beginning September 3, 2014 and continuing through June 3, 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) 39,250 options vest on February 18, 2015; (ii) 107,943 options vest in 11 consecutive quarterly installments of 9,813 shares, each on the 18th day of the respective month beginning May 18, 2015 and continuing through November 18, 2017, and (iii) 9,807 options vest on February 18, 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) 43,750 options vest on February 25, 2016; (ii) 120,318 options vest in 11 consecutive quarterly installments of 10,938 shares, each on the 25th day of the respective month beginning May 25, 2016 and continuing through November 25, 2018, and (iii) 10,932 options vest on February 25, 2019) 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) 73,750 options vest on January 27, 2017; and (ii) 202,813 options vest in 11 consecutive quarterly installments of 18,437 shares vest on the 27th day of each respective month, beginning April 27, 2017 and continuing through October 27, 2019 and (iii) 18,443 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/ Scott T. Jackson 2016-07-12