0000899243-20-031506.txt : 20201118 0000899243-20-031506.hdr.sgml : 20201118 20201118191846 ACCESSION NUMBER: 0000899243-20-031506 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20201116 FILED AS OF DATE: 20201118 DATE AS OF CHANGE: 20201118 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Malik Rajiv CENTRAL INDEX KEY: 0001388111 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 333-199861 FILM NUMBER: 201326609 MAIL ADDRESS: STREET 1: BUILDING 4, TRIDENT PLACE STREET 2: MOSQUITO WAY CITY: HATFIELD, HERTFORDSHIRE STATE: X0 ZIP: AL10 9UL ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Mylan II B.V. CENTRAL INDEX KEY: 0001623613 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 981189497 STATE OF INCORPORATION: P7 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: BUILDING 4, TRIDENT PLACE, MOSQUITO WAY CITY: HATFIELD, HERTFORDSHIRE STATE: X0 ZIP: AL109UL BUSINESS PHONE: 44 0 1707 853 000 MAIL ADDRESS: STREET 1: BUILDING 4, TRIDENT PLACE, MOSQUITO WAY CITY: HATFIELD, HERTFORDSHIRE STATE: X0 ZIP: AL109UL FORMER COMPANY: FORMER CONFORMED NAME: Mylan N.V. DATE OF NAME CHANGE: 20150227 FORMER COMPANY: FORMER CONFORMED NAME: New Moon B.V. DATE OF NAME CHANGE: 20141028 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2020-11-16 1 0001623613 Mylan II B.V. MYL 0001388111 Malik Rajiv BUILDING 4, TRIDENT PLACE, MOSQUITO WAY HATFIELD, HERTFORDSHIRE X0 AL10 9UL UNITED KINGDOM 1 1 0 0 President Ordinary Shares 2020-11-16 4 D 0 459699 D 0 D Ordinary Shares 2020-11-16 4 D 0 88365 D 0 I By Grantor Retained Annuity Trust Employee Stock Option - Right to Buy 55.84 2020-11-16 4 D 0 34389 D 2024-03-05 Ordinary Shares 34389 0 D Employee Stock Option - Right to Buy 50.66 2020-11-16 4 D 0 41637 D 2025-11-17 Ordinary Shares 41637 0 D Employee Stock Option - Right to Buy 46.27 2020-11-16 4 D 0 50168 D 2026-02-17 Ordinary Shares 50168 0 D Employee Stock Option - Right to Buy 45.18 2020-11-16 4 D 0 65574 D 2027-03-03 Ordinary Shares 65574 0 D Employee Stock Option - Right to Buy 40.97 2020-11-16 4 D 0 71600 D 2028-03-02 Ordinary Shares 71600 0 D Restricted Stock Units 0.00 2020-11-16 4 D 0 14645 D Ordinary Shares 14645 0 D Performance Restricted Stock Units 0.00 2020-11-16 4 A 0 73225 0.00 A Ordinary Shares 73225 73225 D Performance Restricted Stock Units 0.00 2020-11-16 4 D 0 73225 D Ordinary Shares 73225 0 D Employee Stock Option - Right to Buy 27.45 2020-11-16 4 D 0 60053 D 2029-03-01 Ordinary Shares 60053 0 D Restricted Stock Units 0.00 2020-11-16 4 D 0 67031 D Ordinary Shares 67031 0 D Performance Restricted Stock Units 0.00 2020-11-16 4 A 0 125684 0.00 A Ordinary Shares 125684 125684 D Performance Restricted Stock Units 0.00 2020-11-16 4 D 0 125684 D Ordinary Shares 125684 0 D Employee Stock Option - Right to Buy 17.48 2020-11-16 4 D 0 84871 D 2030-03-02 Ordinary Shares 84871 0 D Restricted Stock Units 0.00 2020-11-16 4 D 0 157895 D Ordinary Shares 157895 0 D Performance Restricted Stock Units 0.00 2020-11-16 4 A 0 197369 0.00 A Ordinary Shares 197369 197369 D Performance Restricted Stock Units 0.00 2020-11-16 4 D 0 197369 D Ordinary Shares 197369 0 D 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). 28,546 ordinary shares were returned to the reporting person's direct beneficial ownership on November 10, 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 100,000 ordinary shares on October 23, 2018 and 161,635 ordinary shares were returned to the reporting person's direct beneficial ownership on November 11, 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 250,000 ordinary shares on September 18, 2019. 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. 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. These options vested on March 5, 2017. These options vested on March 4, 2018. These options vested on February 17, 2019. These options vested on March 3, 2020. 23,867 of these options vested on March 2, 2019, 23,866 vested on March 2, 2020 and 23,867 will vest on March 2, 2021. 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. Each RSU represents the right to receive one ordinary share of Mylan. The RSUs will vest on March 2, 2021. 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. 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. 20,018 of these options vested on March 2, 2020, 20,017 will vest on March 2, 2021 and 20,018 will vest on March 2, 2022. Each RSU represents the right to receive one ordinary share of Mylan. 33,515 of the RSUs will vest on March 2, 2021 and 33,516 will vest on March 2, 2022. 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. 28,291 of these options will vest on March 2, 2021 and 28,290 will vest on each of March 2, 2022 and March 2, 2023. Each RSU represents the right to receive one ordinary share of Mylan. 52,632 of the RSUs will vest on March 2, 2021, 52,631 will vest on March 2, 2022 and 52,632 will vest on March 2, 2023. 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. /s/ Kevin Macikowski, by power of attorney 2020-11-18