0000899243-20-031559.txt : 20201118 0000899243-20-031559.hdr.sgml : 20201118 20201118194544 ACCESSION NUMBER: 0000899243-20-031559 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: 001-39695 FILM NUMBER: 201326696 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: Viatris Inc CENTRAL INDEX KEY: 0001792044 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 834364296 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1000 MYLAN BOULEVARD CITY: CANONSBURG STATE: PA ZIP: 15317 BUSINESS PHONE: (724) 514-1465 MAIL ADDRESS: STREET 1: 1000 MYLAN BOULEVARD CITY: CANONSBURG STATE: PA ZIP: 15317 FORMER COMPANY: FORMER CONFORMED NAME: Upjohn Inc DATE OF NAME CHANGE: 20191023 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2020-11-16 0 0001792044 Viatris Inc VTRS 0001388111 Malik Rajiv 1000 MYLAN BOULEVARD CANONSBURG PA 15317 1 1 0 0 President Common Stock 2020-11-16 4 A 0 459699 A 460319 D Common Stock 2020-11-16 4 A 0 88365 A 88365 I By Grantor Retained Annuity Trust Employee Stock Option - Right to Buy 55.84 2020-11-16 4 A 0 34389 A 2024-03-05 Common Stock 34389 34389 D Employee Stock Option - Right to Buy 50.66 2020-11-16 4 A 0 41637 A 2025-11-17 Common Stock 41637 41637 D Employee Stock Option - Right to Buy 46.27 2020-11-16 4 A 0 50168 A 2026-02-17 Common Stock 50168 50168 D Employee Stock Option - Right to Buy 45.18 2020-11-16 4 A 0 65574 A 2027-03-03 Common Stock 65574 65574 D Employee Stock Option - Right to Buy 40.97 2020-11-16 4 A 0 71600 A 2028-03-02 Common Stock 71600 71600 D Restricted Stock Units 0.00 2020-11-16 4 A 0 14645 A Common Stock 14645 14645 D Restricted Stock Units 0.00 2020-11-16 4 A 0 73225 A Common Stock 73225 73225 D Employee Stock Option - Right to Buy 27.45 2020-11-16 4 A 0 60053 A 2029-03-01 Common Stock 60053 60053 D Restricted Stock Units 0.00 2020-11-16 4 A 0 67031 A Common Stock 67031 67031 D Restricted Stock Units 0.00 2020-11-16 4 A 0 125684 A Common Stock 125684 125684 D Employee Stock Option - Right to Buy 17.48 2020-11-16 4 A 0 84871 A 2030-03-02 Common Stock 84871 84871 D Restricted Stock Units 0.00 2020-11-16 4 A 0 157895 A Common Stock 157895 157895 D Restricted Stock Units 0.00 2020-11-16 4 A 0 197369 A Common Stock 197369 197369 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 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). Represents shares of Viatris common stock acquired in connection with the Combination on a one-for-one basis in exchange for ordinary shares of Mylan. On the effective date of the Combination, the closing price of a Mylan ordinary share was $15.85 per share. Includes 620 shares of common stock acquired in the distribution on November 16, 2020 by Pfizer to its stockholders of all of the issued and outstanding shares of Upjohn common stock held by Pfizer by way of pro rata dividend. Received in exchange for, and having substantially the same terms as, stock options to acquire Mylan ordinary shares 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. Received in exchange for, and having substantially the same terms as, restricted stock units ("RSUs") of Mylan in connection with the Combination. Each RSU represents the right to receive one share of common stock of Viatris. The RSUs will vest on March 2, 2021. Received in exchange for, and having substantially the same terms as (other than no longer being subject to the performance-based vesting conditions), performance restricted stock units of Mylan 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 share of common stock of Viatris. 33,515 of the RSUs will vest on March 2, 2021 and 33,516 will vest on March 2, 2022. Each RSU represents the right to receive one share of common stock of Viatris. The RSUs will vest on March 2, 2022. 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 share of common stock of Viatris. 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 RSU represents the right to receive one share of common stock of Viatris. The RSUs will vest on March 2, 2023. /s/ Kevin Macikowski, by power of attorney 2020-11-18