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* 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) 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(5)		1,039,109(1)	D	$30.25	0	I	See Footnote(2)
Common Stock	07/12/2016		U		143,986(1)	D	$30.25	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
WARRANT	$3.58	07/12/2016		J(4)(5)			314,611	(3)	04/29/2020	COMMON STOCK	314,611	(4)	0	I	Footnote(2)
WARRANT	$3.58	07/12/2016		J(4)			44,740	(3)	04/29/2020	COMMON STOCK	44,740	(4)	0	D

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) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Member of a 10% Group

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) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Member of a 10% Group

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) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Member of a 10% Group

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. 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.

3. These warrants are currently exercisable.

4. 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.

5. This transaction has also been reported on the Form 4 filed by Scott D. Morenstein.

	By: Valence Life Sciences GP II, LLC, By: /s/ Eric W. Roberts, Managing Member	07/12/2016
	Valence CDK SPV, L.P., By: Valence Life Sciences GP II, LLC, its General Partner, By: /s/ Eric W. Roberts, Managing Member	07/12/2016
	/s/ Eric W. Roberts	07/12/2016
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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