Sec Form 4 Filing - Morenstein Scott D @ Celator Pharmaceuticals Inc - 2016-07-12

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Morenstein Scott D 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O CAXTON ALTERNATIVE MANAGEMENT LP, 1330 SIXTH AVENUE, 20TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 07/12/2016 (Street) NEW YORK, NY10019 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 6,277 ( 1 ) D $ 30.25 0 D ( 2 ) Common Stock 07/12/2016 U( 9 ) 1,039,109 ( 1 ) D $ 30.25 0 I Footnote ( 8 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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) $ 2.6 07/12/2016 D 14,000 ( 3 ) 06/11/2025 COMMON STOCK 14,000 $ 27.65 0 D ( 2 ) STOCK OPTION (RIGHT TO BUY) $ 2.8 07/12/2016 D 14,000 ( 4 ) 06/12/2024 COMMON STOCK 14,000 $ 27.45 0 D ( 2 ) STOCK OPTION (RIGHT TO BUY) $ 3.116 07/12/2016 D 28,000 ( 5 ) 06/03/2023 COMMON STOCK 28,000 $ 27.134 0 D ( 2 ) WARRANT $ 3.58 07/12/2016 D 358 ( 6 ) 04/29/2020 COMMON STOCK 358 ( 7 ) 0 D ( 2 ) WARRANT $ 3.58 07/12/2016 U( 9 ) 314,611 ( 6 ) 04/29/2020 COMMON STOCK 314,611 ( 7 ) 0 I Footnote ( 8 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Morenstein Scott D C/O CAXTON ALTERNATIVE MANAGEMENT LP 1330 SIXTH AVENUE, 20TH FLOOR NEW YORK, NY10019 X Signatures /s/ Scott D. Morenstein 07/12/2016 Signature of Reporting Person Date

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 by Scott D. Morenstein, who is the Reporting Person. ( 3 )The option (which had provided for vesting as follows: (i) 4,667 options vested on June 10, 2016; (ii) 1,167 options vest on the 11th day of each of seven consecutive fiscal quarters beginning on September 11, 2016 and continuing through March 11, 2018, and (iii) 1,164 options vest on June 11, 2018) was canceled in the merger under the Agreement and Plan of Merger dated as of May 27, 2016 among Jazz, Purchaser and the Issuer (the "Merger") in exchange for a cash payment of $387,100, 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. ( 4 )The option (which had provided for vesting as follows: (i) 4,666 options vested on June 12, 2015 (ii) 1,166 options vest on the 12th day of each of seven consecutive fiscal quarters beginning on September 12, 2015 and continuing through March 12, 2017; and (iii) 1,172 options vest on June 12, 2017) was canceled in the in exchange for a cash payment of $384,300, 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. ( 5 )The option (which had provided for vesting as follows: (i) 9,334 options vested on June 3, 2014; (ii) 9,332 vested over four consecutive fiscal quarters beginning on September 3, 2014 through June 3, 2015, (iii) 2,333 options vested on the third day of each of three consecutive fiscal quarters beginning on September 3, 2015 and continuing through March 3, 2016; and (iv) 2,335 options vested on June 3, 2016) was canceled in the in exchange for a cash payment of $759,752, 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. ( 6 )These warrants are currently exercisable. ( 7 )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), 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. ( 8 )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 an advisor to GP II, the reporting person may be deemed to beneficially own securities held by CDK SPV. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. ( 9 )This transaction has also been reported on the Form 4 filed by Valence Life Sciences GP II, LLC.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.