0001209191-17-050942.txt : 20170831 0001209191-17-050942.hdr.sgml : 20170831 20170831182620 ACCESSION NUMBER: 0001209191-17-050942 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170829 FILED AS OF DATE: 20170831 DATE AS OF CHANGE: 20170831 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MULLEN JAMES C CENTRAL INDEX KEY: 0001226288 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37837 FILM NUMBER: 171064173 MAIL ADDRESS: STREET 1: 940 WINTER STREET STREET 2: PERKINELMER, INC LEGAL DEPARTMENT CITY: WALTHAM STATE: MA ZIP: 02451 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Patheon N.V. CENTRAL INDEX KEY: 0001643848 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 981153534 STATE OF INCORPORATION: P7 FISCAL YEAR END: 1031 BUSINESS ADDRESS: STREET 1: EVERT VAN DE BEEKSTRAAT 104 CITY: AMSTERDAM SCHIPHOL STATE: P7 ZIP: 1118 CN BUSINESS PHONE: 31 (20) 622-3243 MAIL ADDRESS: STREET 1: EVERT VAN DE BEEKSTRAAT 104 CITY: AMSTERDAM SCHIPHOL STATE: P7 ZIP: 1118 CN FORMER COMPANY: FORMER CONFORMED NAME: Patheon Holdings Cooperatief U.A. DATE OF NAME CHANGE: 20150601 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-08-29 1 0001643848 Patheon N.V. PTHN 0001226288 MULLEN JAMES C C/O PATHEON N.V. EVERT VAN DE BEEKSTRAAT 104 AMSTERDAM SCHIPHOL P7 1118 CN NETHERLANDS 1 1 0 0 Chief Executive Officer Restricted Stock Units (Ordinary Shares) 2017-08-29 4 U 0 93432 D 906858 D Restricted Stock Units (Ordinary Shares) 2017-08-29 4 J 0 906858 D 0 D Ordinary Shares 2017-08-29 4 U 0 2615089 35.00 D 0 I By Patheon Holdco Cooperatief U.A. on behalf of the reporting person Options (Right to Buy) 26.49 2017-08-29 4 D 0 242885 D Ordinary Shares 242885 0 D Ordinary 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. This 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. This 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. This 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. The 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). /s/ Eric M. Sherbet, Attorney-In-Fact 2017-08-31