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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* DOUGHERTY MICHAEL R (Last) (First) (Middle) C/O CELATOR PHARMACEUTICALS 200 PRINCETONSOUTH CORP. CENTER, STE 180 (Street) EWING NJ 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 X Officer (give title below) Other (specify below) Executive Chairman
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/12/2016		D		20,000	D	$30.25(1)	0	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$3.116	07/12/2016		D			28,000	(2)	07/23/2023	Common Stock	28,000	$27.134	0	D
Stock Option (right to buy)	$2.8	07/12/2016		D			14,000	(3)	06/12/2024	Common Stock	14,000	$27.45	0	D
Stock Option (right to buy)	$2.65	07/12/2016		D			20,600	(4)	08/14/2024	Common Stock	20,600	$27.6	0	D
Stock Option (right to buy)	$2.6	07/12/2016		D			22,000	(5)	06/11/2025	Common Stock	22,000	$27.65	0	D
Stock Option (right to buy)	$2.18	07/12/2016		D			500,000	(6)	08/20/2025	Common Stock	500,000	$28.07	0	D
Stock Option (right to buy)	$1.32	01/27/2016		D			75,000	(7)	01/27/2026	Common Stock	75,000	$28.93	0	D
Stock Option (right to buy)	$1.32	01/27/2016		D			17,457	(8)	01/27/2026	Common Stock	17,457	$28.93	0	D

Explanation of Responses:

1. Disposed of pursuant to 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 $30.25 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) 9,334 options vest on July 23, 2014; (ii) 16,331 options vest in seven consecutive quarterly installments of 2,333 shares, each on the 23rd day of the respective month beginning on October 23, 2014 and continuing through April 23, 2016, and (iii) 2,335 options vest on July 23, 2016) was canceled in 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.

3. The option (which had provided for vesting as follows: (i) 4,666 options vest on June 12, 2015; (ii) 8,162 options vest in seven consecutive quarterly installments of 1,166 shares, each on the 12th day of the respective month beginning September 12, 2015 and continuing through March 12, 2017, and (iii) 1,172 options vest on June 12, 2017) was canceled in 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.

4. The option (which had provided for vesting as follows vests as follows: (i) 6,866 options vest on August 14, 2015; (ii) 12, 012 options vest in seven consecutive quarterly installments of 1,716 shares each on the 23rd day of the respective month beginning on November 14, 2015 and continuing through May 14, 2017, and (iii) 1,722 options vest on August 14, 2017) was canceled in 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.

5. The option (which had provided for vesting as follows: (i) 7,333 options vest on June 11, 2016; (ii) 12,831 options vest in seven consecutive quarterly installments of 1,833 shares each on the 11th day of each respective month, beginning September 11, 2015 and continuing through March 11, 2018 and (iii)1,836 options vest on Jun 11, 2018) was canceled in 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.

6. The option (which had provided for vesting in 35 consecutive monthly installments of 13,889 shares each on the 20th day of each month beginning September 20, 2015 and continuing through July 20, 2018 with a final installment of 13,885 shares on August 20, 2018) was canceled in 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.

7. The option (which had provided for vesting as follows: (i) 18,750 options vest on January 27, 2017; and (ii) 51,557 options vest in 11 consecutive quarterly installments of 4,687 shares vest on the 27th day of each respective month, beginning April 27, 2017 and continuing through October 27, 2019 and (iii) 4,693 options vest on January 27, 2020) was canceled in 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.

8. The option (which vested on March 14, 2016, the date the Issuer announced analysis of overall survival of Study 301, its Phase 3 clinical study) was canceled in 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.

Remarks:

	/s/ Fred M. Powell, attorney-in-fact	07/12/2016
	** Signature of Reporting Person	Date
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