| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
| |||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 07/20/2016 | 3. Issuer Name and Ticker or Trading Symbol Patheon N.V. [ PTHN ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||
| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Ordinary Shares | 6,106,540 | I | By Patheon Holdco Co?peratief U.A. on behalf of the reporting person(1) |
| Ordinary Shares | 23,679,949 | I | By JLL/Patheon Co-Investment Fund, L.P. on behalf of the reporting person(2) |
| Ordinary Shares | 4,996,397 | I | By JLL Partners Fund V (New Patheon), L.P. on behalf of the reporting person(3) |
| Ordinary Shares | 7,013,339 | I | By JLL Associates V (Patheon), L.P. on behalf of the reporting person(4) |
| Ordinary Shares | 19,985,589 | I | By JLL Partners Fund VI (Patheon), L.P. on behalf of the reporting person(5) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
| 1. 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. |
| 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 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. |
| 4. 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 indirect 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. |
| 5. 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. |
| Remarks: |
| /s/ Paul S. Levy | 07/20/2016 | |
| /s/ Paul S. Levy | 07/20/2016 | |
| /s/ Paul S. Levy | 07/20/2016 | |
| /s/ Paul S. Levy | 07/20/2016 | |
| /s/ Paul S. Levy | 07/20/2016 | |
| /s/ Paul S. Levy | 07/20/2016 | |
| /s/ Paul S. Levy | 07/20/2016 | |
| /s/ Paul S. Levy | 07/20/2016 | |
| ** 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 5 (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. | ||
