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*
Valence Life Sciences GP II LLC

(Last) (First) (Middle)
C/O VALENCE LIFE SCIENCES LLC
590 MADISON AVENUE, 21ST FLOOR

(Street)
NEW YORK NY 10022

(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)
Member of a 10% Group
3. Date of Earliest Transaction (Month/Day/Year)
09/30/2015
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 09/30/2015 P 200 A $1.67 159,986 D
Common Stock 09/30/2015 P 5,000 A $1.62 164,986 D
Common Stock 09/30/2015 P 2,000 A $1.68 166,986 D
Common Stock 09/30/2015 P 3,000 A $1.66 169,986 D
Common Stock 10/01/2015 P 2,000 A $1.64 171,986 D
Common Stock 1,123,612 I See Footnote(1)
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
1. Name and Address of Reporting Person*
Valence Life Sciences GP II LLC

(Last) (First) (Middle)
C/O VALENCE LIFE SCIENCES LLC
590 MADISON AVENUE, 21ST FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Valence CDK SPV, L.P.

(Last) (First) (Middle)
C/O VALENCE LIFE SCIENCES LLC
590 MADISON AVENUE, 21ST FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Roberts Eric W

(Last) (First) (Middle)
C/O VALENCE LIFE SCIENCES LLC
590 MADISON AVENUE, 21ST FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
Explanation of Responses:
1. The reported securities are directly owned by Valence CDK SPV, L.P. ("CDK SPV"). Valence Life Sciences GP II, LLC ("GP II") is the sole general partner of CDK SPV. In his capacity as the sole manager of GP II, Eric Roberts shares voting and investment authority over the securities held by CDK SPV. GP II and Mr. Roberts may be deemed to beneficially own the securities held by CDK SPV. Mr. Roberts and GP II disclaim beneficial ownership of these securities except to the extent of their respective pecuniary interests therein.
By: Valence Life Sciences GP II, LLC, By: /s/ Eric W. Roberts, Managing Member 10/02/2015
Valence CDK SPV, L.P., By: Valence Life Sciences GP II, LLC, its General Partner, By: /s/ Eric W. Roberts, Managing Member 10/02/2015
/s/ Eric W. Roberts 10/02/2015
** 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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