Mylan II B.V. Form 4 / HEATHER M BRESCH 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^*

BRESCH HEATHER M

(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)
Chief Executive 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		580,642⁽²⁾	D	⁽³⁾	0	D
Ordinary Shares⁽¹⁾	11/16/2020		D		1,157	D	⁽³⁾	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⁽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			65,502	⁽⁸⁾	03/05/2024	Ordinary Shares	65,502	⁽⁴⁾	0	D
Employee Stock Option - Right to Buy⁽⁴⁾	$50.66	11/16/2020		D			67,659	⁽⁹⁾	11/17/2025	Ordinary Shares	67,659	⁽⁴⁾	0	D
Employee Stock Option - Right to Buy⁽⁴⁾	$46.27	11/16/2020		D			86,957	⁽¹⁰⁾	02/17/2026	Ordinary Shares	86,957	⁽⁴⁾	0	D
Employee Stock Option - Right to Buy⁽⁴⁾	$45.18	11/16/2020		D			106,558	⁽¹¹⁾	03/03/2027	Ordinary Shares	106,558	⁽⁴⁾	0	D
Employee Stock Option - Right to Buy⁽¹²⁾	$40.97	11/16/2020		D			108,592	⁽¹³⁾	03/02/2028	Ordinary Shares	108,592	⁽¹²⁾	0	D
Restricted Stock Units⁽¹⁴⁾	$0.00	11/16/2020		D			22,212	⁽¹⁵⁾	⁽¹⁵⁾	Ordinary Shares	22,212	⁽¹⁴⁾	0	D
Performance Restricted Stock Units	$0.00	11/16/2020		A		111,057		⁽¹⁶⁾	⁽¹⁶⁾	Ordinary Shares	111,057	$0.00	111,057	D
Performance Restricted Stock Units⁽¹⁷⁾	$0.00	11/16/2020		D			111,057	⁽¹⁶⁾	⁽¹⁶⁾	Ordinary Shares	111,057	⁽¹⁷⁾	0	D
Employee Stock Option - Right to Buy⁽¹²⁾	$27.45	11/16/2020		D			91,384	⁽¹⁸⁾	03/01/2029	Ordinary Shares	91,384	⁽¹²⁾	0	D
Restricted Stock Units⁽¹⁴⁾	$0.00	11/16/2020		D			102,004	⁽¹⁹⁾	⁽¹⁹⁾	Ordinary Shares	102,004	⁽¹⁴⁾	0	D
Performance Restricted Stock Units	$0.00	11/16/2020		A		191,257		⁽²⁰⁾	⁽²⁰⁾	Ordinary Shares	191,257	$0.00	191,257	D
Performance Restricted Stock Units⁽¹⁷⁾	$0.00	11/16/2020		D			191,257	⁽²⁰⁾	⁽²⁰⁾	Ordinary Shares	191,257	⁽¹⁷⁾	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. 300,000 ordinary shares were returned to the reporting person's direct beneficial ownership on September 4, 2020 in the form of a scheduled annuity payment under the terms of the grantor retained annuity trust to which the reporting person initially contributed 300,000 ordinary shares on September 12, 2019.

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 ("Mylan Options") that were exchanged for stock options to acquire Viatris common stock ("Viatris Options") 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. These options vested on March 3, 2020.

12. Represents Mylan Options that were exchanged for Viatris Options having substantially the same terms in connection with the Combination. The Viatris Options will vest in connection with the reporting person's termination of employment on November 16, 2020 as previously disclosed and consistent with the terms of the original Mylan Options.

13. 36,198 of these options vested on March 2, 2019, 36,197 vested on March 2, 2020 and 36,197 will vest on March 2, 2021.

14. 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. The Viatris RSUs will vest in connection with the reporting person's termination of employment on November 16, 2020 as previously disclosed and consistent with the terms of the original Mylan RSUs.

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

16. 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.

17. 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. The Viatris RSUs will vest in connection with the reporting person's termination of employment on November 16, 2020 as previously disclosed and consistent with the terms of the original Mylan PRSUs.

18. 30,462 of these options vested on March 2, 2020, and 30,461 will vest on each of March 2, 2021 and March 2, 2022.

19. Each RSU represents the right to receive one ordinary share of Mylan. 51,002 of the RSUs will vest on each of March 2, 2021 and March 2, 2022.

20. 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.

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).
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Mylan II B.V. Form 4Mylan II B.V. / HEATHER M BRESCH ownership change