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^*

BIZZARI JEAN-PIERRE

(Last)

(First)

(Middle)

C/O CELATOR PHARMACEUTICALS, INC.

200 PRINCETONSOUTH CORP. CENTER, STE 180

(Street)

EWING

08628

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Celator Pharmaceuticals Inc [ CPXX ]

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)
07/12/2016

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)

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)
Stock Option (right to buy)	$2.77	07/12/2016		D			28,000	⁽¹⁾	02/27/2025	Common Stock	28,000	$27.48	0	D
Stock Option (right to buy)	$2.6	07/12/2016		D			14,000	⁽²⁾	06/11/2025	Common Stock	14,000	$27.65	0	D

Explanation of Responses:

1. The option (which had provided for vesting as follows: (i) 9,334 options vest on February 27, 2016; (ii) 16,331 options vest in seven consecutive quarterly installments of 2, 333 shares on the 27th day of each respective month beginning May 25, 2016 and continuing through November 25, 2017 and (iii) 2,335 options vest on February 27, 2018) was canceled in 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 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.

2. The option (which had provided for vesting as follows: (i) 4,667 options vest on June 11, 2016; (ii) 8,169 shares vest in seven consecutive quarterly installments of 1,167 shares each on the 11th day of each respective month, beginning September 11, 2016 and continuing through March 11, 2018 and (iii) 1,164 options vest on June 11, 2018, was canceled in the 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.

Remarks:

	/s/ Jean-Pierre Bizarri	07/12/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** 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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