Statement of Changes in Beneficial Ownership (4)
14 7월 2016 - 2:07AM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
Kollender Richard S
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2. Issuer Name
and
Ticker or Trading Symbol
Celator Pharmaceuticals Inc
[
NONE
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O QUAKER BIOVENTURES, L.P., 2929 ARCH STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
6/20/2016
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(Street)
PHILADELPHIA, PA 19104
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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6/20/2016
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X
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40614
(1)
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A
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(1)
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1327888
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I
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By Quaker BioVentures, L.P.
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Common Stock
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6/20/2016
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X
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47265
(2)
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A
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(2)
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637962
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I
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By Garden State Life Sciences Venture Fund, L.P.
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Common Stock
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7/12/2016
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U
(3)
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1327888
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D
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$30.25
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0
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I
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By Quaker BioVentures, L.P.
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Common Stock
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7/12/2016
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U
(3)
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637962
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D
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$30.25
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0
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I
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By Garden State Life Sciences Venture Fund, L.P.
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Warrant
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$5.2123
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6/20/2016
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X
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16391
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8/28/2012
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8/28/2019
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Common Stock
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16391
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$0
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0
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I
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By Quaker BioVentures, L.P.
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Warrant
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$5.2123
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6/20/2016
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X
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19076
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8/28/2012
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8/28/2019
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Common Stock
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19076
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$0
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0
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I
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By Garden State Life Sciences Venture Fund, L.P.
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Warrant
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$3.58
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6/20/2016
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X
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30708
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4/29/2013
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4/29/2020
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Common Stock
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30708
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$0
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0
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I
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By Quaker BioVentures, L.P.
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Warrant
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$3.58
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6/20/2016
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X
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35737
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4/29/2013
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4/29/2020
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Common Stock
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35737
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$0
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0
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I
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By Garden State Life Sciences Venture Fund, L.P.
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Stock Option (Right to Buy)
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$3.116
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7/12/2016
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D
(4)
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28000
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7/12/2016
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6/23/2023
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Common Stock
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28000
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$27.134
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0
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D
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Stock Option (Right to Buy)
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$2.80
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7/12/2016
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D
(4)
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14000
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7/12/2016
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6/12/2014
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Common Stock
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14000
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$27.45
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0
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D
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Stock Option (Right to Buy)
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$2.60
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7/12/2016
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D
(4)
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14000
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7/12/2016
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6/11/2025
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Common Stock
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14000
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$27.65
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0
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D
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Warrant
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$5.2123
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7/12/2016
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D
(5)
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11027
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8/28/2012
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8/28/2019
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Common Stock
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11027
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$25.0377
(5)
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0
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I
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By Quaker BioVentures, L.P.
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Warrant
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$5.2123
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7/12/2016
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D
(5)
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12832
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8/28/2012
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8/28/2019
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Common Stock
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12832
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$25.0377
(5)
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0
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I
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By Garden State Life Sciences Venture Fund, L.P.
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Explanation of Responses:
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(
1)
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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.
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(
2)
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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.
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(
3)
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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").
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(
4)
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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.
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(
5)
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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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Kollender Richard S
C/O QUAKER BIOVENTURES, L.P.
2929 ARCH STREET
PHILADELPHIA, PA 19104
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X
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Signatures
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/s/ Richard S. Kollender
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7/13/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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