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*
JLL Associates G.P. V (Patheon), Ltd.

(Last) (First) (Middle)
C/O JLL PARTNERS
450 LEXINGTON AVE., 31ST FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Patheon N.V. [ PTHN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/26/2016
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
Ordinary Shares 07/26/2016 P 775,443(1) A $19.845 24,455,392 I By JLL Patheon Co-Investment Fund, L.P.(2)
Ordinary Shares 6,106,540 I By Patheon Holdco Cooperatief U.A.(3)
Ordinary Shares 4,996,397 I By JLL Partners Fund V (New Patheon), L.P.(4)
Ordinary Shares 7,013,339 I By JLL Associates V (Patheon), L.P.(5)
Ordinary Shares 19,985,589 I By JLL Partners Fund VI (Patheon), L.P.(6)
Ordinary Shares 07/26/2016 P 40,287(1) A $19.845 40,287 I By JLL Patheon FF II, LLC(7)
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*
JLL Associates G.P. V (Patheon), Ltd.

(Last) (First) (Middle)
C/O JLL PARTNERS
450 LEXINGTON AVE., 31ST FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
JLL Patheon Co-Investment Fund, L.P.

(Last) (First) (Middle)
C/O JLL PARTNERS
450 LEXINGTON AVE., 31ST FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
JLL Associates V (Patheon), L.P.

(Last) (First) (Middle)
C/O JLL PARTNERS
450 LEXINGTON AVE., 31ST FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
JLL Partners Fund VI (Patheon), L.P.

(Last) (First) (Middle)
C/O JLL PARTNERS
450 LEXINGTON AVE., 31ST FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. This amount reflects ordinary shares purchased under the Issuer's Directed Share Program in connection with the Issuer's IPO.
2. Represents ordinary shares held directly by JLL Patheon Co-Investment Fund, L.P., an entity of which JLL Associates G.P. V (Patheon), Ltd. is the indirect general partner. Each of JLL Associates G.P. V (Patheon), Ltd. and JLL Associates V (Patheon), L.P. disclaims beneficial ownership of the shares held by JLL Patheon Co-Investment Fund, L.P. except to the extent of such reporting person's pecuniary interest therein.
3. Represents ordinary shares held for the benefit of certain employees of the Issuer through Patheon Holdco Cooperatief U.A., an entity controlled by JLL Associates G.P. V (Patheon), Ltd., which shares will be released to the applicable employee upon the occurrence of a qualifying exit event and the satisfaction of certain additional performance criteria. Each of Patheon Holdco Cooperatief U.A., JLL/Delta Patheon GP, Ltd., JLL/Delta Patheon Holdings, L.P., JLL Patheon Co-Investment Fund, L.P., JLL Associates V (Patheon), L.P. and JLL Associates G.P. V (Patheon), Ltd. disclaims beneficial ownership of such shares except to the extent of such reporting person's pecuniary interest therein.
4. Represents ordinary shares held directly by JLL Partners Fund V (New Patheon), L.P., an entity of which JLL Associates G.P. V (Patheon), Ltd. is the indirect general partner. JLL Associates G.P. V (Patheon), Ltd. disclaims beneficial ownership of the shares held by JLL Partners Fund V (New Patheon), L.P. except to the extent of such reporting person's pecuniary interest therein.
5. Represents ordinary shares held directly by JLL Associates V (Patheon), L.P., an entity of which JLL Associates G.P. V (Patheon), Ltd. is the general partner. JLL Associates G.P. V (Patheon), Ltd. disclaims beneficial ownership of the shares held by JLL Associates V (Patheon), L.P. except to the extent of such reporting person's pecuniary interest therein.
6. Represents ordinary shares held directly by JLL Partners Fund VI (Patheon), L.P., an entity of which JLL Associates G.P. V (Patheon), Ltd. is the indirect general partner. JLL Associates G.P. V (Patheon), Ltd. disclaims beneficial ownership of the shares held by JLL Partners Fund VI (Patheon), L.P. except to the extent of such reporting person's pecuniary interest therein.
7. Represents ordinary shares held directly by JLL Patheon FF II, LLC, an entity controlled by JLL Associates G.P. V (Patheon), Ltd. Each of JLL Associates G.P. V (Patheon), Ltd. and JLL Associates V (Patheon), L.P. disclaims beneficial ownership of the shares held by JLL Patheon FF II, LLC except to the extent of such reporting person's pecuniary interest therein.
Remarks:
/s/ Paul S. Levy 07/28/2016
/s/ Paul S. Levy 07/28/2016
/s/ Paul S. Levy 07/28/2016
/s/ Paul S. Levy 07/28/2016
** 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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