Mylan II B.V. Form 4 / ROBERT J COURY 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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

COURY ROBERT J

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Executive Chairman

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		1,383,587⁽²⁾	D	⁽³⁾	0	D

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⁽⁴⁾	$22.66	11/16/2020		D			4,413	⁽⁵⁾	03/02/2021	Ordinary Shares	4,413	⁽⁴⁾	0	D
Employee Stock Option - Right to Buy⁽⁴⁾	$23.44	11/16/2020		D			4,266	⁽⁶⁾	02/22/2022	Ordinary Shares	4,266	⁽⁴⁾	0	D
Employee Stock Option - Right to Buy⁽⁴⁾	$30.9	11/16/2020		D			3,236	⁽⁷⁾	03/06/2023	Ordinary Shares	3,236	⁽⁴⁾	0	D
Employee Stock Option - Right to Buy⁽⁴⁾	$55.84	11/16/2020		D			58,952	⁽⁸⁾	03/05/2024	Ordinary Shares	58,952	⁽⁴⁾	0	D
Employee Stock Option - Right to Buy⁽⁴⁾	$50.66	11/16/2020		D			63,235	⁽⁹⁾	11/17/2025	Ordinary Shares	63,235	⁽⁴⁾	0	D
Employee Stock Option - Right to Buy⁽⁴⁾	$46.27	11/16/2020		D			82,776	⁽¹⁰⁾	02/17/2026	Ordinary Shares	82,776	⁽⁴⁾	0	D
Restricted Stock Units⁽¹¹⁾	$0.00	11/16/2020		D			250,000	⁽¹²⁾	⁽¹²⁾	Ordinary Shares	250,000	⁽¹¹⁾	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. 436,393 ordinary shares were returned to the reporting person's direct beneficial ownership on August 16, 2019 in the form of a scheduled annuity payment under the terms of the grantor retained annuity trust to which the reporting person initially contributed 700,000 ordinary shares on August 1, 2017.

3. 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.

4. 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.

5. These options vested on March 2, 2014.

6. These options vested on February 22, 2015.

7. These options vested on March 6, 2016.

8. These options vested on March 5, 2017.

9. These options vested on March 4, 2018.

10. These options vested on February 17, 2019.

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 June 24, 2021.

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.
* 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Mylan II B.V. Form 4Mylan II B.V. / ROBERT J COURY ownership change