BRESCH HEATHER M 4

Accession 0000899243-20-031519

CIK 0001623613other

View on SEC.gov Company Profile

Filed

Nov 17, 7:00 PM ET

Accepted

Nov 18, 7:25 PM ET

Size

45.0 KB

Accession

0000899243-20-031519

Insider Transaction Report

Form 4

Period: 2020-11-16

Mylan II B.V.MYL

BRESCH HEATHER M

DirectorChief Executive Officer

Transactions

Disposition to Issuer
Ordinary Shares
2020-11-16−1,157→ 0 total(indirect: By 401(k))
Disposition to Issuer
Employee Stock Option - Right to Buy
2020-11-16−4,266→ 0 total
Exercise: $23.44Exp: 2022-02-22→ Ordinary Shares (4,266 underlying)
Disposition to Issuer
Employee Stock Option - Right to Buy
2020-11-16−86,957→ 0 total
Exercise: $46.27Exp: 2026-02-17→ Ordinary Shares (86,957 underlying)
Disposition to Issuer
Employee Stock Option - Right to Buy
2020-11-16−106,558→ 0 total
Exercise: $45.18Exp: 2027-03-03→ Ordinary Shares (106,558 underlying)
Disposition to Issuer
Employee Stock Option - Right to Buy
2020-11-16−108,592→ 0 total
Exercise: $40.97Exp: 2028-03-02→ Ordinary Shares (108,592 underlying)
Disposition to Issuer
Employee Stock Option - Right to Buy
2020-11-16−65,502→ 0 total
Exercise: $55.84Exp: 2024-03-05→ Ordinary Shares (65,502 underlying)
Disposition to Issuer
Ordinary Shares
2020-11-16−580,642→ 0 total
Disposition to Issuer
Employee Stock Option - Right to Buy
2020-11-16−4,413→ 0 total
Exercise: $22.66Exp: 2021-03-02→ Ordinary Shares (4,413 underlying)
Disposition to Issuer
Employee Stock Option - Right to Buy
2020-11-16−3,236→ 0 total
Exercise: $30.90Exp: 2023-03-06→ Ordinary Shares (3,236 underlying)
Disposition to Issuer
Employee Stock Option - Right to Buy
2020-11-16−67,659→ 0 total
Exercise: $50.66Exp: 2025-11-17→ Ordinary Shares (67,659 underlying)
Disposition to Issuer
Restricted Stock Units
2020-11-16−22,212→ 0 total
Exercise: $0.00→ Ordinary Shares (22,212 underlying)
Award
Performance Restricted Stock Units
2020-11-16+111,057→ 111,057 total
Exercise: $0.00→ Ordinary Shares (111,057 underlying)
Disposition to Issuer
Performance Restricted Stock Units
2020-11-16−111,057→ 0 total
Exercise: $0.00→ Ordinary Shares (111,057 underlying)
Disposition to Issuer
Employee Stock Option - Right to Buy
2020-11-16−91,384→ 0 total
Exercise: $27.45Exp: 2029-03-01→ Ordinary Shares (91,384 underlying)
Disposition to Issuer
Restricted Stock Units
2020-11-16−102,004→ 0 total
Exercise: $0.00→ Ordinary Shares (102,004 underlying)
Award
Performance Restricted Stock Units
2020-11-16+191,257→ 191,257 total
Exercise: $0.00→ Ordinary Shares (191,257 underlying)
Disposition to Issuer
Performance Restricted Stock Units
2020-11-16−191,257→ 0 total
Exercise: $0.00→ Ordinary Shares (191,257 underlying)

Footnotes (20)

[F1]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).
[F10]These options vested on February 17, 2019.
[F11]These options vested on March 3, 2020.
[F12]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.
[F13]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.
[F14]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.
[F15]Each RSU represents the right to receive one ordinary share of Mylan. The RSUs will vest on March 2, 2021.
[F16]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.
[F17]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.
[F18]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.
[F19]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.
[F2]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.
[F20]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.
[F3]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.
[F4]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.
[F5]These options vested on March 2, 2014.
[F6]These options vested on February 22, 2015.
[F7]These options vested on March 6, 2016.
[F8]These options vested on March 5, 2017.
[F9]These options vested on March 4, 2018.

Documents

1 file

4
doc4.xmlPrimary
FORM 4 SUBMISSION

Issuer

Mylan II B.V.

CIK 0001623613

→

Entity typeother

Related Parties

filerCIK 0001280753

Filing Metadata

Form type: 4
Filed: Nov 17, 7:00 PM ET
Accepted: Nov 18, 7:25 PM ET
Size: 45.0 KB

View on SEC.gov