SEC Form 4 · accession 0001209191-17-050939
Patheon N.V. · PTHN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Stuart Grant
Officer — EVP and CFO
Period of report
Aug 29, 2017
Accepted (ET)
Aug 31, 2017 · 6:25 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)F1 | Aug 29, 2017 | J | 196,485 | — | D | 0 | D | |
| Ordinary SharesF3 | Aug 29, 2017 | U | 566,603 | $35.00 | D | 0 | I | By Patheon Holdco Cooperatief U.A. on behalf of the reporting person |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This amount represents 196,485 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, 100,137 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 96,348 PSUs were automatically cancelled and forfeited for no consideration in accordance with the terms of the Purchase Agreement and the PSU award.
- F2Ordinary 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.
- F3This 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.