SEC FORM 4 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*
Kollender Richard S

(Last) (First) (Middle)
C/O QUAKER BIOVENTURES, L.P.
2929 ARCH STREET

(Street)
PHILADELPHIA PA 19104

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Celator Pharmaceuticals Inc [ NONE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/29/2013
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 04/29/2013 J(1) 49,434 A $0 1,287,274 I By Quaker BioVentures, L.P.(2)
Common Stock 04/29/2013 J(3) 59,995 A $0 590,427 I By Garden State Life Sciences Venture Fund, L.P.(4)
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 04/29/2013 J(1) 30,708 04/29/2013 04/29/2020 Common Stock 30,708 $0 30,708 I By Quaker BioVentures, L.P.(2)
Warrant $5.2123 08/28/2012 08/28/2019 Common Stock 27,418(5) 27,418 I By Quaker BioVentures, L.P.(2)
Warrant $3.58 04/29/2013 J(3) 35,737 04/29/2013 04/29/2020 Common Stock 35,737 $0 35,737 I By Garden State Life Sciences Venture Fund, L.P.(4)
Warrant $5.2123 08/28/2012 08/28/2019 Common Stock 31,908(6) 31,908 I By Garden State Life Sciences Venture Fund, L.P.(4)
Explanation of Responses:
1. Quaker BioVentures, L.P. ("Quaker") was issued these securities as an anti-dilution adjustment with respect to previously acquired securities.
2. The Reporting Person is a partner in Quaker Partners Management, L.P., which manages the investments of Quaker. Quaker Partners Management, L.P. has a pecuniary interest in securities of the Issuer owned by Quaker. The Reporting Person disclaims beneficial ownership of the securities held by Quaker except to the extent of his pecuniary interest therein.
3. Garden State Life Sciences Venture Fund, L.P. ("Garden State") was issued these securities as an anti-dilution adjustment with respect to previously acquired securities.
4. The Reporting Person is a partner in Quaker Partners Management, L.P., which manages the investments of Garden State. Quaker Partners Management, L.P. has a pecuniary interest in securities of the Issuer owned by Garden State. The Reporting Person disclaims beneficial ownership of the securities held by Garden State except to the extent of his pecuniary interest therein.
5. Quaker was issued a warrant to purchase 16,391 shares of common stock on August 28, 2012. The number of shares that may be purchased upon exercise of this warrant was increased to 27,418 shares of common stock as part of an anti-dilution adjustment.
6. Garden State was issued a warrant to purchase 19,076 shares of common stock on August 28, 2012. The number of shares that may be purcased upon exercise of this warrant was increased to 31,908 shares of common stock as part of an anti-dilution adjustment.
Remarks:
/s/ Richard S. Kollender 07/31/2013
** 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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