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