0001192482-16-000665.txt : 20160713 0001192482-16-000665.hdr.sgml : 20160713 20160713130618 ACCESSION NUMBER: 0001192482-16-000665 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160620 FILED AS OF DATE: 20160713 DATE AS OF CHANGE: 20160713 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: Kollender Richard S CENTRAL INDEX KEY: 0001415666 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36179 FILM NUMBER: 161765314 MAIL ADDRESS: STREET 1: C/O QUAKER BIOVENTURES, CIRA CENTRE STREET 2: 2929 ARCH STREET, 3RD FLOOR CITY: PHILADELPHIA STATE: PA ZIP: 19104-2868 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2016-06-20 1 0001327467 Celator Pharmaceuticals Inc NONE 0001415666 Kollender Richard S C/O QUAKER BIOVENTURES, L.P. 2929 ARCH STREET PHILADELPHIA PA 19104 1 0 0 0 Common Stock 2016-06-20 4 X 0 40614 A 1327888 I By Quaker BioVentures, L.P. Common Stock 2016-06-20 4 X 0 47265 A 637962 I By Garden State Life Sciences Venture Fund, L.P. Common Stock 2016-07-12 4 U 0 1327888 30.25 D 0 I By Quaker BioVentures, L.P. Common Stock 2016-07-12 4 U 0 637962 30.25 D 0 I By Garden State Life Sciences Venture Fund, L.P. Warrant 5.2123 2016-06-20 4 X 0 16391 0 D 2012-08-28 2019-08-28 Common Stock 16391 0 I By Quaker BioVentures, L.P. Warrant 5.2123 2016-06-20 4 X 0 19076 0 D 2012-08-28 2019-08-28 Common Stock 19076 0 I By Garden State Life Sciences Venture Fund, L.P. Warrant 3.58 2016-06-20 4 X 0 30708 0 D 2013-04-29 2020-04-29 Common Stock 30708 0 I By Quaker BioVentures, L.P. Warrant 3.58 2016-06-20 4 X 0 35737 0 D 2013-04-29 2020-04-29 Common Stock 35737 0 I By Garden State Life Sciences Venture Fund, L.P. Stock Option (Right to Buy) 3.116 2016-07-12 4 D 0 28000 27.134 D 2016-07-12 2023-06-23 Common Stock 28000 0 D Stock Option (Right to Buy) 2.80 2016-07-12 4 D 0 14000 27.45 D 2016-07-12 2014-06-12 Common Stock 14000 0 D Stock Option (Right to Buy) 2.60 2016-07-12 4 D 0 14000 27.65 D 2016-07-12 2025-06-11 Common Stock 14000 0 D Warrant 5.2123 2016-07-12 4 D 0 11027 25.0377 D 2012-08-28 2019-08-28 Common Stock 11027 0 I By Quaker BioVentures, L.P. Warrant 5.2123 2016-07-12 4 D 0 12832 25.0377 D 2012-08-28 2019-08-28 Common Stock 12832 0 I By Garden State Life Sciences Venture Fund, L.P. Includes (i) 27,058 shares of common stock issued upon net exercise of a warrant granted on April 29, 2013 to purchase an aggregate of 30,708 shares of common stock at an exercise price of $3.58 per share; and (ii) 13,556 shares of common stock issued upon net exercise of a warrant granted on August 28, 2012 to purchase an aggregate of 16,391 shares of common stock at an exercise price of $5.2123 per share. Includes (i) 31,489 shares of common stock issued upon net exercise of a warrant granted on April 29, 2013 to purchase an aggregate of 35,737 shares of common stock at an exercise price of $3.58 per share; and (ii) 15,776 shares of common stock issued upon net exercise of a warrant granted on August 28, 2012 to purchase an aggregate of 19,076 shares of common stock at an exercise price of $5.2123 per share. On July 12, 2016, Jazz Pharmaceuticals plc ("Jazz") acquired the issuer pursuant to that certain agreement and plan of merger, dated May 27, 2016 by and among Jazz, Plex Merger Sub, Inc., and the issuer (the "Transaction"). At the effective time of the merger, each outstanding share of the issuer's common stock was converted into the right to receive $30.25 in cash (the "per share merger consideration"). In connection with the consummation of the Transaction, each outstanding stock option was exchanged for the right to receive the product of (i) the difference between $30.25 and the exercise price of such option, and (ii) the number of shares subject to such option. In connection with the consummation of the Transaction, and in accordance with this warrant's terms, the warrant was exercised in exchange for consideration equal to the per share merger consideration payable to the warrantholder if the warrant had been exercised in full immediately prior to the consummation of th Transaction. /s/ Richard S. Kollender 2016-07-13