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^*

MULLEN JAMES C

(Last)

(First)

(Middle)

C/O PATHEON N.V.

EVERT VAN DE BEEKSTRAAT 104

(Street)

AMSTERDAM SCHIPHOL

1118 CN

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2017

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units (Ordinary Shares)	08/29/2017		U⁽¹⁾		93,432⁽²⁾	D	⁽¹⁾	906,858	D
Restricted Stock Units (Ordinary Shares)	08/29/2017		J⁽³⁾		906,858⁽³⁾	D	⁽³⁾	0	D
Ordinary Shares	08/29/2017		U⁽¹⁾		2,615,089⁽⁴⁾	D	$35	0	I	By Patheon Holdco Cooperatief U.A. on behalf of the reporting person

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Options (Right to Buy)	$26.49	08/29/2017		D			242,885	⁽⁵⁾	⁽⁵⁾	Ordinary Shares	242,885	⁽⁵⁾	0	D

Explanation of Responses:

1. Ordinary shares of Patheon N.V. ("Issuer") were disposed of pursuant to a tender offer by Thermo Fisher (CN) Luxembourg S.a r.l., a private limited liability company (societe a responsabilite limitee) organized under the laws of the Grand Duchy of Luxembourg ("Purchaser") and Thermo Fisher Scientific Inc., a Delaware corporation ("Thermo Fisher"), to acquire all of the issued and outstanding ordinary shares (the "Shares") of Issuer at a purchase price of $35.00 per Share, pursuant to the terms of the Purchase Agreement, dated as of May 15, 2017 (as it may be amended from time to time, the "Purchase Agreement"), by and between Issuer, Purchaser and Thermo Fisher.

2. This amount represents 93,432 unvested restricted stock units, each of which represented a contingent right to receive one Share of Issuer. Mr. Mullen's employment was terminated by the Issuer immediately following the time of the closing of the tender offer and, pursuant to the terms of the amendment to the Patheon N.V. Omnibus Incentive Plan executed as required by the Purchase Agreement, each unvested restricted stock unit award was cancelled and converted into a cash payment equal to the product obtained by multiplying $35.00 by the total number of Shares subject to the restricted stock unit.

3. This amount represents 906,858 outstanding restricted stock unit awards in respect of Shares that were subject, in whole or in part, to vesting based on the achievement of one or more performance goals (each, a "PSU"), whether vested or unvested. Pursuant to the terms of the Purchase Agreement, 462,177 PSUs were automatically cancelled and converted into the right to receive an amount in cash (without interest and subject to required tax withholding), equal to the product of (i) $35.00 multiplied by (ii) the total number of Shares subject to such PSU award as of immediately prior to the closing of the tender offer (which, in the case of PSUs, was determined based on the actual achievement of performance conditions in accordance with the terms of the award). The remaining 444,681 PSUs were automatically cancelled and forfeited for no consideration in accordance with the terms of the Purchase Agreement and the PSU award.

4. This amount represents ordinary shares held by Patheon Holdco Cooperatief U.A. on behalf of the reporting person. Such Shares were disposed of by Patheon Holdco Cooperatief U.A. pursuant to the tender offer for $35.00 per Share.

5. The terms of the Option awards provide that options vest in three equal installments on each anniversary of the grant date of March 23, 2017. Mr. Mullen's employment was terminated by the Issuer immediately following the time of the closing of the tender offer and, pursuant to the terms of the amendment to the Patheon N.V. Omnibus Incentive Plan executed as required by the Purchase Agreement, each unvested option was cancelled and converted into a cash payment equal to the product of (x) the excess of $35.00 over the per Share exercise price of the option, multiplied by (y) the number of Shares subject to the option (rounded down the nearest whole share).

Remarks:

	/s/ Eric M. Sherbet, Attorney-In-Fact	08/31/2017
	** Signature of Reporting Person	Date
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