SEC FORM 4

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

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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^*

Kollender Richard S

(Last)

(First)

(Middle)

C/O QUAKER BIOVENTURES, L.P.

2929 ARCH STREET

(Street)

PHILADELPHIA

19104

(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)
06/20/2016

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/20/2016		X		40,614⁽¹⁾	A	⁽¹⁾	1,327,888	I	By Quaker BioVentures, L.P.
Common Stock	06/20/2016		X		47,265⁽²⁾	A	⁽²⁾	637,962	I	By Garden State Life Sciences Venture Fund, L.P.
Common Stock	07/12/2016		U⁽³⁾		1,327,888	D	$30.25	0	I	By Quaker BioVentures, L.P.
Common Stock	07/12/2016		U⁽³⁾		637,962	D	$30.25	0	I	By Garden State Life Sciences Venture Fund, L.P.

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant	$5.2123	06/20/2016		X			16,391	08/28/2012	08/28/2019	Common Stock	16,391	$0	0	I	By Quaker BioVentures, L.P.
Warrant	$5.2123	06/20/2016		X			19,076	08/28/2012	08/28/2019	Common Stock	19,076	$0	0	I	By Garden State Life Sciences Venture Fund, L.P.
Warrant	$3.58	06/20/2016		X			30,708	04/29/2013	04/29/2020	Common Stock	30,708	$0	0	I	By Quaker BioVentures, L.P.
Warrant	$3.58	06/20/2016		X			35,737	04/29/2013	04/29/2020	Common Stock	35,737	$0	0	I	By Garden State Life Sciences Venture Fund, L.P.
Stock Option (Right to Buy)	$3.116	07/12/2016		D⁽⁴⁾			28,000	07/12/2016	06/23/2023	Common Stock	28,000	$27.134	0	D
Stock Option (Right to Buy)	$2.8	07/12/2016		D⁽⁴⁾			14,000	07/12/2016	06/12/2014	Common Stock	14,000	$27.45	0	D
Stock Option (Right to Buy)	$2.6	07/12/2016		D⁽⁴⁾			14,000	07/12/2016	06/11/2025	Common Stock	14,000	$27.65	0	D
Warrant	$5.2123	07/12/2016		D⁽⁵⁾			11,027	08/28/2012	08/28/2019	Common Stock	11,027	$25.0377⁽⁵⁾	0	I	By Quaker BioVentures, L.P.
Warrant	$5.2123	07/12/2016		D⁽⁵⁾			12,832	08/28/2012	08/28/2019	Common Stock	12,832	$25.0377⁽⁵⁾	0	I	By Garden State Life Sciences Venture Fund, L.P.

Explanation of Responses:

1. 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.

2. 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.

3. 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").

4. 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.

5. 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.

Remarks:

	/s/ Richard S. Kollender	07/13/2016
	** Signature of Reporting Person	Date
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