Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  JLL Patheon Holdings LLC
2. Date of Event Requiring Statement (Month/Day/Year)
04/26/2011
3. Issuer Name and Ticker or Trading Symbol
PATHEON INC [PTI]
(Last)
(First)
(Middle)
450 LEXINGTON AVENUE, 31ST FLOOR
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10017
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Class I Preferred Shares, Series D 150,000
D (1) (2)
 
Restricted Voting Shares 72,077,781
I
See footnote (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
JLL Patheon Holdings LLC
450 LEXINGTON AVENUE, 31ST FLOOR
NEW YORK, NY 10017
    X    
JLL Patheon Holdings, Cooperatief U.A.
450 LEXINGTON AVENUE, 31ST FLOOR
NEW YORK, NY 10017
    X    
JLL Partners Associates GP V (Patheon), Ltd.
450 LEXINGTON AVENUE, 31ST FLOOR
NEW YORK, NY 10017
    X    
JLL Partners Fund V (Patheon), L.P.
450 LEXINGTON AVENUE, 31ST FLOOR
NEW YORK, NY 10017
    X    
JLL Associates V (Patheon), L.P.
450 LEXINGTON AVENUE, 31ST FLOOR
NEW YORK, NY 10017
    X    

Signatures

/s/ David S. Field, attorney-in-fact 04/26/2011
**Signature of Reporting Person Date

/s/ David S. Field, attorney-in-fact 04/26/2011
**Signature of Reporting Person Date

/s/ David S. Field, attorney-in-fact 04/26/2011
**Signature of Reporting Person Date

/s/ David S. Field, attorney-in-fact 04/26/2011
**Signature of Reporting Person Date

/s/ David S. Field, attorney-in-fact 04/26/2011
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) This report is filed jointly by JLL Patheon Holdings, Cooperatief U.A.; JLL Patheon Holdings, LLC; JLL Partners Fund V (Patheon), L.P.; JLL Associates V (Patheon), L.P.; JLL Associates G.P. V (Patheon), Ltd.; Eugene Hahn; Michael J. Schwartz; Frank J. Rodriguez; Alexander R. Castaldi; Kevin T. Hammond; Michel Lagarde; and Brett N. Milgrim (each, a "Reporting Person" and, collectively, the "Reporting Persons") in connection with their respective direct or indirect relationships with Patheon Inc. (the "Company"). JLL Associates G.P. V (Patheon), Ltd. ("JLL Limited") is the sole general partner of JLL Associates V (Patheon), L.P., which is the sole general partner of JLL Partners Fund V (Patheon), L.P., which in turn is the sole member of JLL Patheon Holdings, LLC. JLL Patheon Holdings, LLC is the 99% owner and controlling member of JLL Patheon Holdings, Cooperatief U.A. ("JLL CoOp"). (continued on next footnote)
(2) (continued from previous footnote) The following individuals serve on the board of directors of JLL Limited: Eugene Hahn; Michael J. Schwartz; Frank J. Rodriguez; Alexander R. Castaldi; Kevin T. Hammond; Michel Lagarde; and Brett N. Milgrim. JLL Patheon Holdings, LLC is the direct beneficial owner of 150,000 class I preferred shares, series D (the "Preferred Shares") of the Company. Each Reporting Person other than JLL CoOp and JLL Patheon Holdings, LLC may be deemed to be the indirect beneficial owner of 150,000 Preferred Shares of the Company. Each Reporting Person disclaims beneficial ownership of these securities except to the extent of such Reporting Person's pecuniary interest therein, and this report shall not be deemed an admission that any of these Reporting Persons is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
(3) JLL CoOp is the direct beneficial owner of 72,077,781 restricted voting shares (the "Restricted Voting Shares") of the Company. Each Reporting Person other than JLL CoOp may be deemed to be the indirect beneficial owner of 72,077,781 Restricted Voting Shares. Each Reporting Person disclaims beneficial ownership of these securities except to the extent of such Reporting Person's pecuniary interest therein, and this report shall not be deemed an admission that any of these Reporting Persons is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
 
Remarks:
Exhibit Index
Exhibit 24 - Power of Attorney

This Form 3 is being filed in two parts because of the electronic filing system's limitation to ten reporting persons. This is part 1 of 2.

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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