0001209191-17-050938.txt : 20170831
0001209191-17-050938.hdr.sgml : 20170831
20170831182505
ACCESSION NUMBER: 0001209191-17-050938
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: Gill Harry R III
CENTRAL INDEX KEY: 0001558581
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37837
FILM NUMBER: 171064160
MAIL ADDRESS:
STREET 1: C/O PATHEON N.V.
STREET 2: HERENGRACHT 483
CITY: AMSTERDAM
STATE: P7
ZIP: 1017 BT
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
0001558581
Gill Harry R III
C/O PATHEON N.V.
EVERT VAN DE BEEKSTRAAT 104
AMSTERDAM SCHIPHOL
P7
1118 CN
NETHERLANDS
0
1
0
0
SVP, Quality/Continuous Imprvt
Restricted Stock Units (Ordinary Shares)
2017-08-29
4
U
0
7078
D
105800
D
Restricted Stock Units (Ordinary Shares)
2017-08-29
4
J
0
105800
D
0
D
Ordinary Shares
2017-08-29
4
U
0
305094
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
18400
D
Ordinary Shares
18400
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. 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)
upon 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)
The "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.
This 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.
This 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.
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. 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)
the 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.
/s/ Eric M. Sherbet, Attorney-In-Fact
2017-08-31