SEC Form 4 · accession 0001209191-17-050938

Patheon N.V. · PTHN

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

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 cancelled 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 represents 7,078 unvested restricted stock units, each of which represented a contingent right to receive one Share of Issuer. 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.
• F5This amount represents 105,800 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, 53,920 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 51,880 PSUs were automatically cancelled and forfeited for no consideration in accordance with the terms of the Purchase Agreement and the PSU award.
• F6This 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.
• F7The terms of the Option awards provide that options vest in three equal installments on each anniversary of the grant date of March 23, 2017. Options were disposed of pursuant to the Purchase Agreement, whereby each vested option was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (x) the excess of $35.00 over the per Share exercise price of the option, multiplied by the number of Shares subject to the option upon the closing of the tender offer (rounded down to the nearest whole share). Each unvested option was cancelled and converted into a stock option award, with substantially the same terms and conditions (including with respect to vesting) as were applicable to such unvested option immediately prior to the closing of the tender offer, (i) with respect to a number of shares of Thermo Fisher common stock equal to the product (rounded down to the nearest whole share) obtained by multiplying (x) (continued in footnote 8)
• F8the Exchange Ratio by (y) the total number of Shares subject to such unvested option as of immediately prior to the closing of the tender offer and (ii) at an exercise price per share that is equal to the quotient (rounded up to the nearest cent) obtained by dividing (x) the exercise price per share of such unvested option by (y) the Exchange Ratio.