4//SEC Filing
COTTIER GILLES 4
Accession 0001209191-17-050937
CIK 0001643848other
Filed
Aug 30, 8:00 PM ET
Accepted
Aug 31, 6:24 PM ET
Size
11.7 KB
Accession
0001209191-17-050937
Insider Transaction Report
Form 4
Patheon N.V.PTHN
COTTIER GILLES
President, Pharma Dev Svcs
Transactions
- Disposition from Tender
Ordinary Shares
2017-08-29−70,141→ 0 total - Disposition to Issuer
Options (Right to Buy)
2017-08-29−123,754→ 0 totalExercise: $26.49→ Ordinary Shares (123,754 underlying)
Footnotes (6)
- [F1]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)
- [F2]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)
- [F3]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.
- [F4]This amount includes 46,761 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.
- [F5]The terms of the Option awards provide that options vest in three equal installments on each anniversary of January 11, 2016. 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 6)
- [F6]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.
Documents
Issuer
Patheon N.V.
CIK 0001643848
Entity typeother
Related Parties
1- filerCIK 0001210650
Filing Metadata
- Form type
- 4
- Filed
- Aug 30, 8:00 PM ET
- Accepted
- Aug 31, 6:24 PM ET
- Size
- 11.7 KB