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^*

CERRONE GABRIEL

(Last)

(First)

(Middle)

C/O CALLISTO PHARMACEUTICALS, INC.

420 LEXINGTON AVENUE, SUITE 1609

(Street)

NEW YORK

10170

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CALLISTO PHARMACEUTICALS INC [ CLSP ]

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)
01/17/2013

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	01/17/2013		D		2,184,672	D	⁽¹⁾	0	I	By Panetta Partners, Ltd.⁽²⁾

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 Options	$1.3	01/17/2013		D			261,000	04/22/2003	04/22/2013	Common Stock	261,000	⁽¹⁾	0	D
Stock Options	$1.3	01/17/2013		D			72,055	04/22/2003	04/22/2013	Common Stock	72,055	⁽¹⁾	0	D
Stock Options	$1.5	01/17/2013		D			75,000	⁽³⁾	06/13/2013	Common Stock	75,000	⁽¹⁾	0	D
Stock Options	$3.2	01/17/2013		D			100,000	04/26/2004	04/26/2014	Common Stock	100,000	⁽¹⁾	0	D
Stock Options	$1.7	01/17/2013		D			375,000	⁽⁴⁾	01/10/2015	Common Stock	375,000	⁽¹⁾	0	D
Stock Options	$0.96	01/17/2013		D			225,000	⁽⁵⁾	01/25/2017	Common Stock	22,500	⁽¹⁾	0	D
Stock Options	$0.26	01/17/2013		D			390,000	⁽⁶⁾	01/25/2020	Common Stock	390,000	⁽¹⁾	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated as of July 20, 2012, as amended October 15, 2012, by and between Synergy Pharmaceuticals Inc ("Synergy") and Callisto Pharmaceuticals, Inc. ("Callisto"), Callisto merged with and into Synergy (the "Merger"). Upon the effective time of the Merger, each share of Callisto common stock was cancelled and exchanged for .1799 shares of Synergy common stock (the "Exchange Ratio"). Each stock option exercisable for shares of Callisto common stock that is outstanding at the effective time of the Merger was assumed by Synergy and converted into a stock option to purchase the number of shares of Synergy's common stock that the holder would have received if such holder had exercised such stock option for shares of Callisto common stock prior to the Merger and exchanged such shares for Synergy common stock in accordance with the Exchange Ratio.

2. Mr. Cerrone is the sole director of Panetta Partners Ltd. and in such capacity exercise voting and dispositive control over securities owned by Panetta Partners Ltd. despit him having only a small pecuniary interest in such securities.

3. 25,000 options vested on each of July 1, 2004, 2005 and 2006, respectively.

4. 187,500 options vested on each of December 27, 2005 and 2006, respectively.

5. 75,000 options vested on each of December 31, 2007, 2008 and 2009, respectively.

6. 130,000 options vested on each of January 25, 2011 and 2012, respectively and 130,000 will vest on January 25, 2013.

	/s/ Gabriele Cerrone	01/22/2013
	** 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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