4//SEC Filing
PATHEON INC 4
Accession 0001209191-14-020185
CIK 0001400431operating
Filed
Mar 12, 8:00 PM ET
Accepted
Mar 13, 1:57 PM ET
Size
12.1 KB
Accession
0001209191-14-020185
Insider Transaction Report
Form 4
PATHEON INCPTI
Transactions
- Other
Restricted Voting Shares
2014-03-11$9.32/sh−78,524,986$731,852,870→ 0 total - Other
Class I Preferred Shares, Series D
2014-03-11$0.00/sh−150,000$15→ 0 total
JLL Patheon Holdings LLC
10% Owner
Transactions
- Other
Class I Preferred Shares, Series D
2014-03-11$0.00/sh−150,000$15→ 0 total - Other
Restricted Voting Shares
2014-03-11$9.32/sh−78,524,986$731,852,870→ 0 total
Transactions
- Other
Restricted Voting Shares
2014-03-11$9.32/sh−78,524,986$731,852,870→ 0 total - Other
Class I Preferred Shares, Series D
2014-03-11$0.00/sh−150,000$15→ 0 total
Footnotes (4)
- [F1]On March 11, 2014, Patheon Inc. ("Patheon" or the "Company") consummated its previously announced statutory plan of arrangement (the "Arrangement") under the Canadian Business Corporations Act (the "CBCA") pursuant to the terms of the Arrangement Agreement between the Company and JLL/Delta Patheon Holdings, L.P. ("Newco") dated as of November 18, 2013. As a result of the Arrangement, JLL/Delta Canada Inc., an indirect subsidiary of Newco ("Canco"), and Patheon were amalgamated under the CBCA at the effective time of the Arrangement (the "Effective Time"), and the continuance of Canco and Patheon as one corporation became effective.
- [F2](FN 1 cont'd) The reported transaction represents restricted voting shares transferred in the Arrangement to Canco by JLL Patheon Holdings Cooperatief U.A. ("JLL Coop"), pursuant to which the indirect beneficial owners of such restricted voting shares received consideration based upon the per share price received by minority holders pursuant to the Arrangement ($9.32 per restricted voting share), subject to the terms of the limited partnership agreement governing the disposition of such consideration.
- [F3]This report is filed jointly by JLL CoOpp, JLL Patheon Holdings LLC and JLL Associates G.P. V (Patheon), Ltd. ("JLL Limited") (each, a "Reporting Person" and, collectively, the "Reporting Persons") in connection with their respective direct or indirect relationships with Patheon Inc. (the "Company"). Prior to consummation of the Arrangement, JLL Limited was the sole general partner of JLL Associates V (Patheon), L.P., which was the sole general partner of JLL Fund V, which in turn was the sole member of JLL Patheon Holdings, LLC. JLL Patheon Holdings, LLC was the greater than 99% owner and controlling member of JLL CoOp and was the direct beneficial owner of the 150,000 class I preferred shares, series D of the Company prior the transactions reported herein.
- [F4]Pursuant to the Arrangement, the Class I Preferred Shares, Series D of the Company were purchased for cancellation by the Company for nominal consideration (an aggregate payment in cash equal to $15), and such shares were thereupon cancelled.
Documents
Issuer
PATHEON INC
CIK 0001400431
Entity typeoperating
Related Parties
1- filerCIK 0001400431
Filing Metadata
- Form type
- 4
- Filed
- Mar 12, 8:00 PM ET
- Accepted
- Mar 13, 1:57 PM ET
- Size
- 12.1 KB