Pisano Gary P. Form 4 Patheon / Gary P. Pisano ownership change

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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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^*

Pisano Gary P.

(Last) (First) (Middle)

C/O PATHEON N.V.

EVERT VAN DE BEEKSTRAAT 104

(Street)

AMSTERDAM SCHIPHOL P7 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
	Officer (give title below)	Other (specify below)

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)
			Code	V	Amount	(A) or (D)	Price
Restricted Stock Units (Ordinary Shares)	08/29/2017		U(1)(2)(3)		17,447(4)	D	$35(1)(2)(3)	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

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. Pursuant to the terms of the Purchase Agreement, each vested restricted stock unit was canceled and converted into the right to receive an amount in cash, without interest, equal to the product obtained by multiplying $35.00 by the total number of Shares subject to the restricted stock unit (continued in footnote 2)

2. upon the closing of the tender offer (with restricted stock units that are subject to performance conditions vesting based on achievement of actual performance conditions in accordance with the terms of the award). Each unvested restricted stock unit was cancelled and converted into a restricted stock unit award, with substantially the same terms and conditions (including with respect to vesting) as were applicable to such unvested restricted stock unit immediately prior to the closing of the tender offer, with respect to a number of shares of Thermo Fisher common stock equal to the product (rounded to the nearest whole share) obtained by multiplying (x) the Exchange Ratio by (y) the total number of Shares subject to the unvested restricted stock unit as of immediately prior to the closing of the tender offer. (continued in footnote 3)

3. The "Exchange Ratio" is 0.1996919, which represents the quotient obtained by dividing (i) $35.00 by (ii) the average closing price, rounded to the nearest cent, per share of common stock of Thermo Fisher on the NYSE for the consecutive period of ten (10) trading days immediately preceding (but not including) the date of the closing of the tender offer.

4. This amount includes 6,229 restricted stock units, each of which represented a contingent right to receive one Share of Issuer. Each restricted stock unit was canceled and converted into the right to receive an amount in cash, without interest, equal to the product obtained by multiplying $35.00 by the total number of Shares subject to the restricted stock unit upon the closing of the tender offer.

Remarks:

	/s/ Eric M. Sherbet, Attorney-In-Fact	08/30/2017
	** Signature of Reporting Person	Date
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