Mylan II B.V. Form 4 / Anthony Mauro ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Mauro Anthony

(Last)

(First)

(Middle)

BUILDING 4, TRIDENT PLACE, MOSQUITO WAY

(Street)

HATFIELD, HERTFORDSHIRE

AL10 9UL

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Mylan II B.V. [ MYL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Commercial Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/16/2020

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares⁽¹⁾	11/16/2020		D		119,305	D	⁽²⁾	0	D
Ordinary Shares⁽¹⁾	11/16/2020		D		5,574	D	⁽²⁾	0	I	By 401(k) Plan

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option - Right to Buy⁽³⁾	$23.44	11/16/2020		D			4,266	⁽⁴⁾	02/22/2022	Ordinary Shares	4,266	⁽³⁾	0	D
Employee Stock Option - Right to Buy⁽³⁾	$30.9	11/16/2020		D			3,236	⁽⁵⁾	03/06/2023	Ordinary Shares	3,236	⁽³⁾	0	D
Employee Stock Option - Right to Buy⁽³⁾	$55.84	11/16/2020		D			12,009	⁽⁶⁾	03/05/2024	Ordinary Shares	12,009	⁽³⁾	0	D
Employee Stock Option - Right to Buy⁽³⁾	$50.66	11/16/2020		D			16,265	⁽⁷⁾	11/17/2025	Ordinary Shares	16,265	⁽³⁾	0	D
Employee Stock Option - Right to Buy⁽³⁾	$46.27	11/16/2020		D			27,314	⁽⁸⁾	02/17/2026	Ordinary Shares	27,314	⁽³⁾	0	D
Employee Stock Option - Right to Buy⁽³⁾	$45.18	11/16/2020		D			29,275	⁽⁹⁾	03/03/2027	Ordinary Shares	29,275	⁽³⁾	0	D
Employee Stock Option - Right to Buy⁽³⁾	$40.97	11/16/2020		D			29,833	⁽¹⁰⁾	03/02/2028	Ordinary Shares	29,833	⁽³⁾	0	D
Restricted Stock Units⁽¹¹⁾	$0.00	11/16/2020		D			6,102	⁽¹²⁾	⁽¹²⁾	Ordinary Shares	6,102	⁽¹¹⁾	0	D
Performance Restricted Stock Units	$0.00	11/16/2020		A		30,511		⁽¹³⁾	⁽¹³⁾	Ordinary Shares	30,511	$0.00	30,511	D
Performance Restricted Stock Units⁽¹⁴⁾	$0.00	11/16/2020		D			30,511	⁽¹³⁾	⁽¹³⁾	Ordinary Shares	30,511	⁽¹⁴⁾	0	D
Employee Stock Option - Right to Buy⁽³⁾	$27.45	11/16/2020		D			27,851	⁽¹⁵⁾	03/01/2029	Ordinary Shares	27,851	⁽³⁾	0	D
Restricted Stock Units⁽¹¹⁾	$0.00	11/16/2020		D			31,087	⁽¹⁶⁾	⁽¹⁶⁾	Ordinary Shares	31,087	⁽¹¹⁾	0	D
Performance Restricted Stock Units	$0.00	11/16/2020		A		58,288		⁽¹⁷⁾	⁽¹⁷⁾	Ordinary Shares	58,288	$0.00	58,288	D
Performance Restricted Stock Units⁽¹⁴⁾	$0.00	11/16/2020		D			58,288	⁽¹⁷⁾	⁽¹⁷⁾	Ordinary Shares	58,288	⁽¹⁴⁾	0	D
Employee Stock Option - Right to Buy⁽³⁾	$17.48	11/16/2020		D			39,361	⁽¹⁸⁾	03/02/2030	Ordinary Shares	39,361	⁽³⁾	0	D
Restricted Stock Units⁽¹¹⁾	$0.00	11/16/2020		D			73,227	⁽¹⁹⁾	⁽¹⁹⁾	Ordinary Shares	73,227	⁽¹¹⁾	0	D
Performance Restricted Stock Units	$0.00	11/16/2020		A		91,534		⁽²⁰⁾	⁽²⁰⁾	Ordinary Shares	91,534	$0.00	91,534	D
Performance Restricted Stock Units⁽¹⁴⁾	$0.00	11/16/2020		D			91,534	⁽²⁰⁾	⁽²⁰⁾	Ordinary Shares	91,534	⁽¹⁴⁾	0	D

Explanation of Responses:

1. On November 16, 2020, Mylan N.V. ("Mylan") completed the transaction pursuant to which Mylan combined with Pfizer Inc.'s ("Pfizer") Upjohn business (the "Upjohn Business") in a Reverse Morris Trust transaction (the "Combination") and Upjohn Inc. ("Upjohn") became the parent entity of the combined Upjohn Business and Mylan business and was renamed "Viatris Inc." ("Viatris"). Pursuant to the terms of the Business Combination Agreement (as amended), dated July 29, 2019, by and among Mylan, Pfizer, Upjohn and certain other affiliated entities, Upjohn and Mylan effected the Combination through a series of transactions, including that (1) Mylan merged with and into Mylan II B.V. with Mylan II B.V. surviving the merger as the legal successor of Mylan and (2) each holder of Mylan ordinary shares received one share of Viatris common stock for each Mylan ordinary share held by such holder (subject to any required withholding tax).

2. Represents ordinary shares of Mylan that were exchanged on a one-for-one basis for shares of Viatris common stock in connection with the Combination. On the effective date of the Combination, the closing price of a Mylan ordinary share was $15.85 per share.

3. Represents stock options to acquire Mylan ordinary shares that were exchanged for stock options to acquire Viatris common stock having substantially the same terms in connection with the Combination.

4. These options vested on February 22, 2015.

5. These options vested on March 6, 2016.

6. These options vested on March 5, 2017.

7. These options vested on March 4, 2018.

8. These options vested on February 17, 2019.

9. These options vested on March 3, 2020.

10. 9,945 of these options vested on March 2, 2019, 9,944 vested on March 2, 2020 and 9,944 will vest on March 2, 2021.

11. Represents restricted stock units ("RSUs") of Mylan that were exchanged on a one-for-one basis for RSUs of Viatris having substantially the same terms in connection with the Combination.

12. Each RSU represents the right to receive one ordinary share of Mylan. The RSUs will vest on March 2, 2021.

13. Each performance restricted stock unit ("PRSU") represents the right to receive one ordinary share of Mylan. The PRSUs were initially granted on March 2, 2018, subject to the attainment of previously established three-year performance goals and a vesting period. The performance goals were deemed satisfied at the target level in connection with the Combination.

14. Represents PRSUs of Mylan that were exchanged on a one-for-one basis for RSUs of Viatris having substantially the same terms (other than no longer being subject to the performance-based vesting conditions) in connection with the Combination.

15. 9,284 of these options vested on March 2, 2020, 9,283 will vest on March 2, 2021 and 9,284 will vest on March 2, 2022.

16. Each RSU represents the right to receive one ordinary share of Mylan. 15,543 of the RSUs will vest on March 2, 2021 and 15,544 will vest on March 2, 2022.

17. Each PRSU represents the right to receive one ordinary share of Mylan. The PRSUs were initially granted on March 1, 2019, subject to the attainment of previously established three-year performance goals and a vesting period. The performance goals were deemed satisfied at the target level in connection with the Combination.

18. 13,121 of these options will vest on March 2, 2021 and 13,120 will vest on each of March 2, 2022 and March 2, 2023.

19. Each RSU represents the right to receive one ordinary share of Mylan. The RSUs will vest in three equal annual installments beginning on March 2, 2021.

20. Each PRSU represents the right to receive one ordinary share of Mylan. The PRSUs were initially granted on March 2, 2020, subject to the attainment of previously established three-year performance goals and a vesting period. The performance goals were deemed satisfied at the target level in connection with the Combination.

Remarks:

	/s/ Kevin Macikowski, by power of attorney	11/18/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Mylan II B.V. Form 4Mylan II B.V. / Anthony Mauro ownership change