FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Lagarde Michel
2. Issuer Name and Ticker or Trading Symbol

Patheon N.V. [ PTHN ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President
(Last)          (First)          (Middle)

C/O PATHEON N.V., HERENGRACHT 483
3. Date of Earliest Transaction (MM/DD/YYYY)

8/29/2017
(Street)

AMSTERDAM, P7 1017 BT
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Ordinary Shares   8/29/2017     U (1) (2) (3)    245939   (4) D   (1) (2) (3) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Options (Right to Buy)   $26.49   8/29/2017     D         110402      (5) (6)   (5) (6) Ordinary Shares   110402     (5) (6) 0   D    

Explanation of Responses:
(1)  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)
(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)
(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.
(4)  This amount includes 201,199 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.
(5)  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 6)
(6)  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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Lagarde Michel
C/O PATHEON N.V.
HERENGRACHT 483
AMSTERDAM, P7 1017 BT


President

Signatures
/s/ Eric M. Sherbet, Attorney-In-Fact 8/31/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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