SEC Form 4 · accession 0001209191-17-050808
Patheon N.V. · PTHN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey P McMullen
Director
Period of report
Aug 29, 2017
Accepted (ET)
Aug 30, 2017 · 7:04 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001643848
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Restricted Stock Units (Ordinary Shares)F4,F1,F2,F3 | Aug 29, 2017 | U | 27,447 | $35.00 | D | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Ordinary 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)
- F2upon 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)
- F3The "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.
- F4This 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.