SEC Form 4 · accession 0001209191-17-050942

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.
• F2This amount represents 93,432 unvested restricted stock units, each of which represented a contingent right to receive one Share of Issuer. Mr. Mullen's employment was terminated by the Issuer immediately following the time of the closing of the tender offer and, pursuant to the terms of the amendment to the Patheon N.V. Omnibus Incentive Plan executed as required by the Purchase Agreement, each unvested restricted stock unit award was cancelled and converted into a cash payment equal to the product obtained by multiplying $35.00 by the total number of Shares subject to the restricted stock unit.
• F3This amount represents 906,858 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, 462,177 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 444,681 PSUs were automatically cancelled and forfeited for no consideration in accordance with the terms of the Purchase Agreement and the PSU award.
• F4This 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.
• F5The terms of the Option awards provide that options vest in three equal installments on each anniversary of the grant date of March 23, 2017. Mr. Mullen's employment was terminated by the Issuer immediately following the time of the closing of the tender offer and, pursuant to the terms of the amendment to the Patheon N.V. Omnibus Incentive Plan executed as required by the Purchase Agreement, each unvested option was cancelled and converted into a cash payment equal to the product of (x) the excess of $35.00 over the per Share exercise price of the option, multiplied by (y) the number of Shares subject to the option (rounded down the nearest whole share).