Ownership Submission
FORM 4
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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Watchorn Derek John
  2. Issuer Name and Ticker or Trading Symbol
PATHEON INC [PTI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
16530 CONCESSION 8, RR1
3. Date of Earliest Transaction (Month/Day/Year)
03/11/2014
(Street)

SCHOMBERG, A6 L0G 1T0
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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
Restricted Voting Shares 03/11/2014   M   174,035 A (1) 225,473 D  
Restricted Voting Shares 03/11/2014   D   225,473 (2) D $ 9.32 0 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(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
Deferred Share Units (1) 03/11/2014   M     174,035   (1)   (1) Restricted Voting Shares 174,035 (1) 0 D  
Employee Stock Option (right to buy) $ 9.94 (3) 03/11/2014   D     5,000 04/21/2005(4) 04/21/2014 Restricted Voting Shares 5,000 $ 0 (4) 0 D  
Employee Stock Option (right to buy) $ 8.49 (5) 03/11/2014   D     5,000 06/09/2006(4) 06/08/2015 Restricted Voting Shares 5,000 $ 0.83 (4) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Watchorn Derek John
16530 CONCESSION 8
RR1
SCHOMBERG, A6 L0G 1T0
  X      

Signatures

 /s/ Susan Downs, Attorney-in-fact   03/12/2014
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Each Deferred Share Unit was the economic equivalent of one Restricted Voting Share. Pursuant to the Arrangement Agreement (the "Agreement") by and between Patheon Inc. and JLL/Delta Patheon Holdings, L.P., dated as of November 18, 2013, on the effective date of the arrangement contemplated by the Agreement (the "Arrangement") each Deferred Share Unit was automatically converted into the right to receive US$9.32.
(2) Pursuant to the Agreement, on the effective date of the Arrangement each of these Restricted Voting Shares were automatically converted into the right to receive US$9.32.
(3) The exercise price was converted from C$11.04 based on the March 10, 2014 closing rate of exchange of 1.1105 Canadian dollars per U.S. dollars as quoted by Reuters. The actual exercise price is the Canadian dollar amount regardless of the exchange rate on the date of exercise.
(4) This option was cancelled in the Arrangement in exchange for a cash payment equal to the product of (i) the excess of US$9.32 over the exercise price per share of the option and (ii) the total number of shares underlying the option. Any option with an exercise price equal to or greater then US$9.32 was cancelled without consideration.
(5) The exercise price was converted from C$9.43 based on the March 10, 2014 closing rate of exchange of 1.1105 Canadian dollars per U.S. dollars as quoted by Reuters. The actual exercise price is the Canadian dollar amount regardless of the exchange rate on the date of exercise.

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