UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, DC 20549
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SCHEDULE 13D
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CUSIP No. 15089R 102
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13D
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1.
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Name of Reporting Persons
Valence Life Sciences GP II, LLC |
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
|
||||||
(a)
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☒(1)
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||||||
(b)
|
o
|
||||||
3.
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SEC Use Only
|
||||||
4.
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Source of Funds (See Instructions)
WC |
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
|
||||||
6.
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Citizenship or Place of Organization
Delaware |
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Number of
Shares Beneficially Owned by Each Reporting Person With |
7.
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Sole Voting Power
0 |
|||||
8.
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Shared Voting Power
1,353,720 (2) |
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9.
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Sole Dispositive Power
0 |
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10.
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Shared Dispositive Power
1,353,720 (2) |
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,353,720 (2) |
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☒(1)
|
||||||
13.
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Percent of Class Represented by Amount in Row 11
3.1%(3) |
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14.
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Type of Reporting Person (See Instructions)
OO |
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(1)
|
Although the VLS Filers (as defined in Item 2) are jointly filing this Schedule 13D with the CDK Filers (as defined in Item 2) and may be deemed to constitute a group under Section 13(d) of the Exchange Act, the VLS Filers disclaim beneficial ownership over the Issuer's Common Stock held by the CDK Filers and further represent that they have no voting or dispositive powers over such shares.
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(2)
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Consists of 1,039,109 shares of Common Stock and 314,611 shares of Common Stock issuable upon exercise of warrants, which are exercisable within 60 days of the date of this filing, which are held by Valence CDK SPV, L.P. ("CDK SPV"). Valence Life Sciences GP II, LLC ("VLSGP") is the general partner of CDK SPV and may be deemed to share voting and dispositive power with CDK SPV with respect to the shares held directly by such CDK SPV.
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(3)
|
This percentage is calculated based upon aggregate amount beneficially owned as represented on Row 11 divided by the sum of (i) 42,871,191 shares of Celator Pharmaceuticals, Inc.'s (the "Issuer's") Common Stock outstanding as of May 27, 2016, and (ii) 314,611 shares of Common Stock purchasable pursuant to the CDK SPV warrants pursuant to Rule 13d-3(d)(1) promulgated under the Exchange Act of 1934, as amended (the "Exchange Act").
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CUSIP No. 15089R 102
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13D
|
||||||
1.
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Name of Reporting Persons
Valence CDK SPV, L.P. |
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
|
||||||
(a)
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☒(1)
|
||||||
(b)
|
o
|
||||||
3.
|
SEC Use Only
|
||||||
4.
|
Source of Funds (See Instructions)
WC |
||||||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
|
||||||
6.
|
Citizenship or Place of Organization
Delaware |
||||||
Number of
Shares Beneficially Owned by Each Reporting Person With |
7.
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Sole Voting Power
0 |
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8.
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Shared Voting Power
1,353,720 (2) |
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9.
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Sole Dispositive Power
0 |
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10.
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Shared Dispositive Power
1,353,720 (2) |
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,353,720 (2) |
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☒(1)
|
||||||
13.
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Percent of Class Represented by Amount in Row 11
3.1%(3) |
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14.
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Type of Reporting Person (See Instructions)
PN |
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(1)
|
Although the VLS Filers are jointly filing this Schedule 13D with the CDK Filers and may be deemed to constitute a group under Section 13(d) of the Exchange Act, the VLS Filers disclaim beneficial ownership over the Issuer's Common Stock held by the CDK Filers and further represent that they have no voting or dispositive powers over such shares.
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(2)
|
Consists of 1,039,109 shares of Common Stock and 314,611 shares of Common Stock issuable upon exercise of warrants, which are exercisable within 60 days of the date of this filing, which are held by CDK SPV. VLSGP is the general partner of CDK SPV and may be deemed to share voting and dispositive power with respect to the shares held directly by CDK SPV.
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(3)
|
This percentage is calculated based upon aggregate amount beneficially owned as represented on Row 11 divided by the sum of (i) 42,871,191 shares of Celator Pharmaceuticals, Inc.'s (the "Issuer's") Common Stock outstanding as of May 27, 2016, and (ii) 314,611 shares of Common Stock purchasable pursuant to the CDK SPV warrants pursuant to Rule 13d-3(d)(1) promulgated under the Exchange Act.
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CUSIP No. 15089R 102
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13D
|
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1.
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Name of Reporting Persons
Eric W. Roberts |
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
|
||||||
(a)
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☒(1)
|
||||||
(b)
|
o
|
||||||
3.
|
SEC Use Only
|
||||||
4.
|
Source of Funds (See Instructions)
WC |
||||||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
|
||||||
6.
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Citizenship or Place of Organization
United States of America |
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Number of
Shares Beneficially Owned by Each Reporting Person With |
7.
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Sole Voting Power
188,726 (2) |
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8.
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Shared Voting Power
1,353,720 (3) |
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9.
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Sole Dispositive Power
188,726 (2) |
||||||
10.
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Shared Dispositive Power
1,353,720 (3) |
||||||
11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,542,446 |
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12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☒(1)
|
||||||
13.
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Percent of Class Represented by Amount in Row 11
3.6%(4) |
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14.
|
Type of Reporting Person (See Instructions)
IN |
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(1)
|
Although the VLS Filers are jointly filing this Schedule 13D with the CDK Filers and may be deemed to constitute a group under Section 13(d) of the Exchange Act, the VLS Filers disclaim beneficial ownership over the Issuer's Common Stock held by the CDK Filers and further represent that they have no voting or dispositive powers over such shares.
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(2)
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Consists of 143,986 shares of Common Stock and 44,740 shares of Common Stock issuable upon exercise of warrants, which are exercisable within 60 days of the date of this filing, which are held by Mr. Roberts in his personal capacity.
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(3)
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Consists of 1,039,109 shares of Common Stock and 314,611 shares of Common Stock issuable upon exercise of warrants, which are exercisable within 60 days of the date of this filing, which are held by CDK SPV. VLSGP is the general partner of CDK SPV and may be deemed to share voting and dispositive power with CDK SPV with respect to the shares held directly by CDK SPV. Eric Roberts is the sole manager of VLSGP and may be deemed to share voting and dispositive power with VLSGP and CDK SPV with respect to the shares held directly by CDK SPV.
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(4)
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This percentage is calculated based upon aggregate amount beneficially owned as represented on Row 11 divided by the sum of (i) 42,871,191 shares of Celator Pharmaceuticals, Inc.'s (the "Issuer's") Common Stock outstanding as of May 27, 2016, and (ii) 359,351 total shares of Common Stock purchasable pursuant to the CDK SPV warrants and Mr. Roberts' warrants pursuant to Rule 13d-3(d)(1) promulgated under the Exchange Act.
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CUSIP No. 15089R 102
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13D
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1.
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Name of Reporting Persons
CDK Associates LLC |
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
|
||||||
(a)
|
☒(1)
|
||||||
(b)
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o
|
||||||
3.
|
SEC Use Only
|
||||||
4.
|
Source of Funds (See Instructions)
WC |
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5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
|
||||||
6.
|
Citizenship or Place of Organization
Delaware |
||||||
Number of
Shares Beneficially Owned by Each Reporting Person With |
7.
|
Sole Voting Power
0 |
|||||
8.
|
Shared Voting Power
2,515,800 (2) |
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9.
|
Sole Dispositive Power
0 |
||||||
10.
|
Shared Dispositive Power
2,515,800 (2) |
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11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,515,800 (2) |
||||||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☒(1)
|
||||||
13.
|
Percent of Class Represented by Amount in Row 11
5.7%(3) |
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14.
|
Type of Reporting Person (See Instructions)
OO |
||||||
(1)
|
Although the CDK Filers are jointly filing this Schedule 13D with the VLS Filers and may be deemed to constitute a group under Section 13(d) of the Exchange Act, the CDK Filers disclaim beneficial ownership over the Issuer's Common Stock held by the VLS Filers except to the extent of their pecuniary interest therein and further represent that they have no voting or dispositive powers over such shares.
|
(2)
|
Consists of 1,591,750 shares of Common Stock and 924,050 shares of Common Stock issuable upon exercise of warrants, which are exercisable within 60 days of the date of this filing and are held by CDK Associates LLC ("CDK"). Caxton Corporation ("Caxton") is the manager of CDK, and Bruce Kovner ("Kovner") is the sole stockholder of Caxton. Accordingly, each of the CDK Filers may be deemed to share voting and dispositive power with respect to the shares held directly by CDK.
|
(3)
|
This percentage is calculated based upon aggregate amount beneficially owned as represented on Row 11 divided by the sum of (i) 42,871,191 shares of Celator Pharmaceuticals, Inc.'s (the "Issuer's") Common Stock outstanding as of May 27, 2016, and (ii) 924,050 shares of Common Stock purchasable pursuant to the CDK warrants pursuant to Rule 13d-3(d)(1) promulgated under the Exchange Act.
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CUSIP No. 15089R 102
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13D
|
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1.
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Name of Reporting Persons
Caxton Corporation |
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2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
||||||
(a)
|
☒(1)
|
||||||
(b)
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o
|
||||||
3.
|
SEC Use Only
|
||||||
4.
|
Source of Funds (See Instructions)
AF |
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5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
|
||||||
6.
|
Citizenship or Place of Organization
Delaware |
||||||
Number of
Shares Beneficially Owned by Each Reporting Person With |
7.
|
Sole Voting Power
0 |
|||||
8.
|
Shared Voting Power
3,156,322 (2) |
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9.
|
Sole Dispositive Power
0 |
||||||
10.
|
Shared Dispositive Power
3,156,322 (2) |
||||||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,156,322 (2) |
||||||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☒(1)
|
||||||
13.
|
Percent of Class Represented by Amount in Row 11
7.2%(3) |
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14.
|
Type of Reporting Person (See Instructions)
CO |
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(1)
|
Although the CDK Filers are jointly filing this Schedule 13D with the VLS Filers and may be deemed to constitute a group under Section 13(d) of the Exchange Act, the CDK Filers disclaim beneficial ownership over the Issuer's Common Stock held by the VLS Filers except to the extent of their pecuniary interest therein and further represent that they have no voting or dispositive powers over such shares.
|
(2)
|
Consists of 1,591,750 shares of Common Stock and 924,050 shares of Common Stock issuable upon exercise of warrants, which are exercisable within 60 days of the date of this filing and are held by CDK, 76,300 shares of Common Stock owned by employees of an affiliate of Caxton, and 564,222 shares of Common Stock owned by an investment entity wholly-owned by Kovner's family's charitable foundation. Caxton is the manager of CDK and the manager of the investment entity wholly-owned by Kovner's family's charitable foundation, and Kovner is the sole stockholder of Caxton. Accordingly, each of the CDK Filers may be deemed to share voting and dispositive power with respect to the shares held directly by CDK and employees of an affiliate of Caxton.
|
(3)
|
This percentage is calculated based upon aggregate amount beneficially owned as represented on Row 11 divided by the sum of (i) 42,871,191 shares of Celator Pharmaceuticals, Inc.'s (the "Issuer's") Common Stock outstanding as of May 27, 2016, and (ii) 924,050 shares of Common Stock purchasable pursuant to the CDK warrants pursuant to Rule 13d-3(d)(1) promulgated under the Exchange Act.
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CUSIP No. 15089R 102
|
13D
|
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1.
|
Name of Reporting Persons
Bruce Kovner |
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2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
||||||
(a)
|
☒(1)
|
||||||
(b)
|
o
|
||||||
3.
|
SEC Use Only
|
||||||
4.
|
Source of Funds (See Instructions)
AF |
||||||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
|
||||||
6.
|
Citizenship or Place of Organization
United States |
||||||
Number of
Shares Beneficially Owned by Each Reporting Person With |
7.
|
Sole Voting Power
0 |
|||||
8.
|
Shared Voting Power
3,156,322 (2) |
||||||
9.
|
Sole Dispositive Power
0 |
||||||
10.
|
Shared Dispositive Power
3,156,322 (2) |
||||||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,156,322 (2) |
||||||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☒(1)
|
||||||
13.
|
Percent of Class Represented by Amount in Row 11
7.2%(3) |
||||||
14.
|
Type of Reporting Person (See Instructions)
IN |
||||||
(1)
|
Although the CDK Filers are jointly filing this Schedule 13D with the VLS Filers and may be deemed to constitute a group under Section 13(d) of the Exchange Act, the CDK Filers disclaim beneficial ownership over the Issuer's Common Stock held by the VLS Filers except to the extent of their pecuniary interest therein and further represent that they have no voting or dispositive powers over such shares.
|
(2)
|
Consists of 1,591,750 shares of Common Stock and 924,050 shares of Common Stock issuable upon exercise of warrants, which are exercisable within 60 days of the date of this filing and are held by CDK, 76,300 shares of Common Stock owned by employees of an affiliate of Caxton, and 564,222 shares of Common Stock owned by an investment entity wholly-owned by Kovner's family's charitable foundation. Caxton is the manager of CDK and the manager of the investment entity wholly-owned by Kovner's family's charitable foundation, and Kovner is the sole stockholder of Caxton. Accordingly, each of the CDK Filers may be deemed to share voting and dispositive power with respect to the shares held directly by CDK and employees of an affiliate of Caxton.
|
(3)
|
This percentage is calculated based upon aggregate amount beneficially owned as represented on Row 11 divided by the sum of (i) 42,871,191 shares of Celator Pharmaceuticals, Inc.'s (the "Issuer's") Common Stock outstanding as of May 27, 2016, and (ii) 924,050 shares of Common Stock purchasable pursuant to the CDK warrants pursuant to Rule 13d-3(d)(1) promulgated under the Exchange Act.
|
CUSIP No. 15089R 102
|
13D
|
||||||
1.
|
Name of Reporting Persons
Scott Morenstein(1) |
||||||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
||||||
(a)
|
o
|
||||||
(b)
|
x
|
||||||
3.
|
SEC Use Only
|
||||||
4.
|
Source of Funds (See Instructions)
OO |
||||||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
|
||||||
6.
|
Citizenship or Place of Organization
United States |
||||||
Number of
Shares Beneficially Owned by Each Reporting Person With |
7.
|
Sole Voting Power
62,635(2) |
|||||
8.
|
Shared Voting Power
0 |
||||||
9.
|
Sole Dispositive Power
62,635(2) |
||||||
10.
|
Shared Dispositive Power
0 |
||||||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
62,635(2) |
||||||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||||
13.
|
Percent of Class Represented by Amount in Row 11
0.1%(3) |
||||||
14.
|
Type of Reporting Person (See Instructions)
IN |
||||||
(1)
|
Although the CDK Filers are jointly filing this Schedule 13D with the VLS Filers, Morenstein disclaims beneficial ownership over the Issuer's Common Stock held by the VLS Filers and the other CDK Filers except to the extent of his pecuniary interest therein. Morenstein further represents that he has no voting or dispositive power over such shares.
|
(2)
|
Consists of 6,277 shares of Common Stock, 56,000 shares of Stock Options and 358 shares of Common Stock issuable upon exercise of warrants, which are exercisable within 60 days of the date of this filing.
|
(3)
|
This percentage is calculated based upon aggregate amount beneficially owned as represented on Row 11 divided by the sum of (i) 42,871,191 shares of Celator Pharmaceuticals, Inc.'s (the "Issuer's") Common Stock outstanding as of May 27, 2016, and (ii) 56,358 shares of Common Stock purchasable pursuant to the Mr. Morenstein's options and warrants pursuant to Rule 13d-3(d)(1) promulgated under the Exchange Act.
|
Filing Person
|
Shares Held Directly
|
Shares Issuable
Upon Exercise of Warrants Held Directly(1) |
Sole Voting Power
|
Shared Voting Power
|
Sole Dispositive Power
|
Shared Dispositive Power
|
Beneficial Ownership
|
Percentage of Class (2)
|
||||||||||||||||||||||||
VLSGP(3)
|
0
|
0
|
0
|
1,353,720
|
0
|
1,353,720
|
1,353,720
|
3.1
|
%
|
|||||||||||||||||||||||
CDK SPV
|
1,039,109
|
314,611
|
0
|
1,353,720
|
0
|
1,353,720
|
1,353,720
|
3.1
|
%
|
|||||||||||||||||||||||
Eric W. Roberts(4)
|
143,986
|
44,740
|
188,726
|
1,353,720
|
188,726
|
1,353,720
|
1,542,446
|
3.6
|
%
|
|||||||||||||||||||||||
CDK
|
1,591,750
|
924,050
|
0
|
2,515,800
|
0
|
2,515,800
|
2,515,800
|
5.7
|
%
|
|||||||||||||||||||||||
Caxton(5)
|
0
|
0
|
0
|
3,156,322
|
0
|
3,156,322
|
3,156,322
|
7.2
|
%
|
|||||||||||||||||||||||
Bruce Kovner(5)
|
0
|
0
|
0
|
3,156,322
|
0
|
3,156,322
|
3,156,322
|
7.2
|
%
|
|||||||||||||||||||||||
Scott Morenstein (6)
|
6,277
|
56,358
|
62,635
|
0
|
62,635
|
0
|
62,635
|
0.1
|
%
|
(1)
|
Comprised of shares of Common Stock issuable upon exercise of warrants and options held by the Filing Persons and exercisable within 60 days of the date of this filing.
|
(2)
|
This percentage is calculated based upon 42,871,191 shares of the Issuer's Common Stock outstanding as of May 27, 2016, as adjusted pursuant to Rule 13d-3(d)(1) promulgated under the Exchange Act.
|
(3)
|
VLSGP is the general partner of CDK SPV and may be deemed to share voting and dispositive power with Roberts and CDK SPV with respect to the shares held directly by CDK SPV.
|
(4)
|
Subsequent to the filing of the Original Schedule 13D, the managers of VLSGP, with the exception of Eric W. Roberts, resigned from their positions. As a result, as of the date of this filing, Mr. Roberts may be deemed to share power to direct the voting and disposition of securities held by CDK SPV with VLSGP and CDK SPV.
|
(5)
|
The securities are held directly by CDK, employees of an affiliate of Caxton and an investment entity wholly-owned by Kovner's family's charitable foundation. Caxton is the manager of CDK and the manager of the investment entity wholly-owned by Kovner's family's charitable foundation, and Kovner is the sole stockholder of Caxton and Co-Chairman of his family's charitable foundation. Accordingly, each of the CDK Filers may be deemed to share voting and dispositive power with respect to the shares held directly by CDK and employees of an affiliate of Caxton. Caxton and Kovner may be deemed to share voting and dispositive power with respect to the shares held by the investment entity wholly-owned by Kovner's family's charitable foundation.
|
(6)
|
These securities are held directly by Mr. Morenstein in his personal capacity. Mr. Morenstein was issued 56,000 stock options due to his position as a director of the Issuer.
|
VALENCE LIFE SCIENCES GP II, LLC
|
CDK ASSOCIATES LLC
|
|||
By:
|
Caxton Corporation,
|
|||
By:
|
/s/ Eric W. Roberts
|
its Manager
|
||
Name: Eric W. Roberts
|
||||
Title: Managing Member
|
||||
By:
|
/s/ Heath Weisberg
|
|||
Name: Heath Weisberg
|
||||
VALENCE CDK SPV, LP
|
Title: General Counsel and Chief Compliance Officer of Caxton Corporation
|
|||
By:
|
Valence Life Science GP II, LLC,
|
|||
its General Partner
|
||||
By:
|
/s/ Eric W. Roberts
|
|||
Name: Eric W. Roberts
|
||||
Title: Managing Member
|
||||
ERIC W. ROBERTS
|
CAXTON CORPORATION
|
|||
/s/ Eric W. Roberts
|
By:
|
/s/ Heath Weisberg
|
||
ERIC W. ROBERTS
|
Name: Heath Weisberg
|
|||
Title: General Counsel and Chief Compliance Officer of Caxton Corporation
|
||||
SCOTT MORENSTEIN
|
BRUCE KOVNER
|
|||
/s/ Scott Morenstein
|
/s/ Heath Weisberg
|
|||
SCOTT MORENSTEIN
|
Name: Heath Weisberg
|
|||
Title: Attorney-in-Fact
|
||||
VALENCE LIFE SCIENCES GP II, LLC
|
CDK ASSOCIATES LLC
|
|||
By:
|
Caxton Corporation,
|
|||
By:
|
/s/ Eric W. Roberts
|
its Manager
|
||
Name: Eric W. Roberts
|
||||
Title: Managing Member
|
||||
By:
|
/s/ Heath Weisberg
|
|||
Name: Heath Weisberg
|
||||
VALENCE CDK SPV, LP
|
Title: General Counsel and Chief Compliance Officer of Caxton Corporation
|
|||
By:
|
Valence Life Science GP II, LLC,
|
|||
its General Partner
|
||||
By:
|
/s/ Eric W. Roberts
|
|||
Name: Eric W. Roberts
|
||||
Title: Managing Member
|
||||
ERIC W. ROBERTS
|
CAXTON CORPORATION
|
|||
/s/ Eric W. Roberts
|
By:
|
/s/ Heath Weisberg
|
||
ERIC W. ROBERTS
|
Name: Heath Weisberg
|
|||
Title: General Counsel and Chief Compliance Officer of Caxton Corporation
|
||||
SCOTT MORENSTEIN
|
BRUCE KOVNER
|
|||
/s/ Scott Morenstein
|
/s/ Heath Weisberg
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SCOTT MORENSTEIN
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Name: Heath Weisberg
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Title: Attorney-in-Fact
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TRANSACTIONS BY CDK ASSOCIATES LLC
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Date of Transaction
|
Number of Shares Donated
|
Price of Shares |
6/21/2016
|
88,571
|
(1)
|
6/21/2016
|
564,222
|
(1)
|
6/21/2016
|
1,926
|
(1)
|
TRANSACTIONS BY VALENCE CDK SPV, L.P.
|
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Date of Transaction
|
Number of Shares Donated
|
Price of Shares |
6/21/2016
|
84,503
|
(1)
|
TRANSACTIONS BY ERIC W. ROBERTS
|
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Date of Transaction
|
Number of Shares Donated
|
Price of Shares |
6/21/2016
|
28,000
|
(1)
|