4//SEC Filing
Celator Pharmaceuticals Inc 4
Accession 0000919574-16-014072
CIK 0001327467operating
Filed
Jul 11, 8:00 PM ET
Accepted
Jul 12, 5:07 PM ET
Size
17.8 KB
Accession
0000919574-16-014072
Insider Transaction Report
Form 4
CDK ASSOCIATES, L.L.C.
10% Owner
Transactions
- Disposition from Tender
Common Stock
2016-07-12$30.25/sh−564,222$17,067,716→ 0 total(indirect: See FOOTNOTE) - Other
WARRANT
2016-07-12−34,647→ 0 total(indirect: By LLC)Exercise: $5.21Exp: 2019-08-28→ COMMON STOCK (34,647 underlying) - Disposition from Tender
Common Stock
2016-07-12$30.25/sh−1,591,750$48,150,438→ 0 total(indirect: By LLC) - Other
WARRANT
2016-07-12−889,403→ 0 total(indirect: By LLC)Exercise: $3.58Exp: 2020-04-29→ COMMON STOCK (889,403 underlying)
CAXTON CORP
10% Owner
Transactions
- Disposition from Tender
Common Stock
2016-07-12$30.25/sh−1,591,750$48,150,438→ 0 total(indirect: By LLC) - Disposition from Tender
Common Stock
2016-07-12$30.25/sh−564,222$17,067,716→ 0 total(indirect: See FOOTNOTE) - Other
WARRANT
2016-07-12−34,647→ 0 total(indirect: By LLC)Exercise: $5.21Exp: 2019-08-28→ COMMON STOCK (34,647 underlying) - Other
WARRANT
2016-07-12−889,403→ 0 total(indirect: By LLC)Exercise: $3.58Exp: 2020-04-29→ COMMON STOCK (889,403 underlying)
Kovner Bruce
10% Owner
Transactions
- Other
WARRANT
2016-07-12−889,403→ 0 total(indirect: By LLC)Exercise: $3.58Exp: 2020-04-29→ COMMON STOCK (889,403 underlying) - Disposition from Tender
Common Stock
2016-07-12$30.25/sh−1,591,750$48,150,438→ 0 total(indirect: By LLC) - Disposition from Tender
Common Stock
2016-07-12$30.25/sh−564,222$17,067,716→ 0 total(indirect: See FOOTNOTE) - Other
WARRANT
2016-07-12−34,647→ 0 total(indirect: By LLC)Exercise: $5.21Exp: 2019-08-28→ COMMON STOCK (34,647 underlying)
Footnotes (5)
- [F1]Represents shares of common stock that were tendered to Plex Merger Sub, Inc., a Delaware corporation ("Purchaser") and an indirect wholly owned subsidiary of Jazz Pharmaceuticals plc, a public limited company formed under the laws of Ireland ("Jazz"), pursuant to the Purchaser's offer to purchase all of the outstanding common shares of Celator Pharmaceuticals, Inc. (the "Issuer") at a purchase price of $30.25 per common share, net to the seller in cash, without interest (less any required withholding taxes), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 10, 2016 (as amended or supplemented) and in the related Letter of Transmittal (as amended or supplemented, which together with the Offer to Purchase, the "Offer"). Such shares were purchased by Purchaser pursuant to the Offer on July 12, 2016.
- [F2]These securities are owned directly by CDK Associates, LLC, which is a reporting person. The securities directly owned by CDK Associates, LLC may be deemed to be indirectly beneficially owned by (i) Caxton Corporation, the manager of CDK Associates, LLC, and (ii) Bruce Kovner, the chairman and sole shareholder of Caxton Corporation. Each of Caxton Corporation and Bruce Kovner disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed to be an admission of the beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
- [F3]These securities are owned directly by an investment entity wholly-owned by Bruce Kovner's family's charitable foundation and may be deemed to be indirectly beneficially owned by (i) Caxton Corporation, the manager of the investment entity wholly-owned by the foundation, and (ii) Bruce Kovner, the co-chairman of the foundation and the chairman and sole shareholder of Caxton Corporation. Each of Caxton Corporation and Bruce Kovner disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed to be an admission of the beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
- [F4]These warrants are currently exercisable.
- [F5]Pursuant to the Agreement and Plan of Merger dated as of May 27, 2016, among Jazz, Purchaser and the Issuer (as amended or supplemented from time to time) (the "Merger"), these warrants are being assumed by Jazz and represent the right to receive cash from Jazz in an amount equal to the difference between the exercise price per share of the warrants and $30.25, the purchase price per share of Issuer common stock in the Merger, multiplied by the number of underlying shares of common stock.
Documents
Issuer
Celator Pharmaceuticals Inc
CIK 0001327467
Entity typeoperating
Related Parties
1- filerCIK 0001327467
Filing Metadata
- Form type
- 4
- Filed
- Jul 11, 8:00 PM ET
- Accepted
- Jul 12, 5:07 PM ET
- Size
- 17.8 KB