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* Kovner Bruce (Last) (First) (Middle) C/O CAXTON CORPORATION 731 ALEXANDER ROAD, BLDG. 2 (Street) PRINCETON NJ 08540 (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) Director 10% Owner Officer (give title below) X Other (specify below) See Remarks Section
	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) Form filed by One Reporting Person X 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		U		1,591,750(1)	D	$30.25	0	I	By CDK ASSOCIATES, LLC(2)
Common Stock	07/12/2016		U		564,222(1)	D	$30.25	0	I	See FOOTNOTE(3)

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
WARRANT	$5.2123	07/12/2016		J(5)			34,647	(4)	08/28/2019	COMMON STOCK	34,647	(5)	0	I	By CDK ASSOCIATES, LLC(2)
WARRANT	$3.58	07/12/2016		J(5)			889,403	(4)	04/29/2020	COMMON STOCK	889,403	(5)	0	I	By CDK ASSOCIATES, LLC(2)

1. Name and Address of Reporting Person* Kovner Bruce (Last) (First) (Middle) C/O CAXTON CORPORATION 731 ALEXANDER ROAD, BLDG. 2 (Street) PRINCETON NJ 08540 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Remarks Section

1. Name and Address of Reporting Person* CDK ASSOCIATES, L.L.C. (Last) (First) (Middle) C/O CAXTON CORPORATION 731 ALEXANDER ROAD, BLDG. 2 (Street) PRINCETON NJ 08540 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Remarks Section

1. Name and Address of Reporting Person* CAXTON CORP (Last) (First) (Middle) 731 ALEXANDER ROAD BUILDING 2 (Street) PRINCETON NJ 08540 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Remarks Section

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. These warrants are currently exercisable.

5. 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.

Remarks:

Scott Morenstein, a director of the Issuer, is an employee of Caxton Alternative Management LP, an affiliate of Caxton Corporation.

	Bruce Kovner, By: /s/ Heath Weisberg, Attorney-in-Fact	07/12/2016
	CDK Associates, LLC, By; Caxton Corporation, Manager, By: /s/ Heath Weisberg, Chief Compliance Officer	07/12/2016
	Caxton Corporation, By: /s/ Heath Weisberg, Chief Compliance Officer	07/12/2016
	** Signature of Reporting Person	Date
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