Mylan N.V.
Mylan N.V. (Form: 4, Received: 01/10/2018 21:01:44)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

BRESCH HEATHER M
2. Issuer Name and Ticker or Trading Symbol

Mylan N.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
(Last)          (First)          (Middle)

BUILDING 4, TRIDENT PLACE, MOSQUITO WAY
3. Date of Earliest Transaction (MM/DD/YYYY)

1/8/2018
(Street)

HATFIELD, HERTFORDSHIRE, X0 AL10 9UL
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Ordinary Shares (pursuant to existing trading plan)   (1) 1/8/2018     S    44067   D $45.00   (2) 515472   (3) D    
Ordinary Shares (pursuant to existing trading plan)   (1) 1/9/2018     S    30933   D $45.00   484539   D    
Ordinary Shares                  1157   I   By 401(k) Plan  
Ordinary Shares                  82231   (3) I   By Grantor Retained Annuity Trust  
Ordinary Shares                  200000   (4) I   By Grantor Retained Annuity Trust  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  The sales of ordinary shares were executed pursuant to a 10b5-1 trading plan executed on May 19, 2017.
(2)  Represents the weighted average price of the reporting person's disposition of 44,067 shares in transactions ranging from $45.00 to $45.005. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of ordinary shares sold at each separate price within the range set forth in this footnote.
(3)  117,769 ordinary shares were returned to the reporting person's direct beneficial ownership on August 21, 2017 in the form of a scheduled annuity payment under the terms of the grantor retained annuity trust to which the reporting person initially contributed 200,000 ordinary shares on May 6, 2016.
(4)  On August 23, 2017, the reporting person contributed 200,000 ordinary shares of Mylan N.V. to a grantor retained annuity trust of which the reporting person is the sole trustee and sole annuitant.

Remarks:
Exhibit 24 - Power of Attorney

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
BRESCH HEATHER M
BUILDING 4, TRIDENT PLACE, MOSQUITO WAY
HATFIELD, HERTFORDSHIRE, X0 AL10 9UL
X
Chief Executive Officer

Signatures
/s/ Kevin D. Macikowski, by power of attorney 1/10/2018
** 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 control number.

                               POWER OF ATTORNEY

     The undersigned hereby appoints each of Brian S. Roman, Thomas D. Salus and
Kevin D. Macikowski, or any of them signing singly, and with full power of
substitution, the undersigned's true and lawful attorney-in-fact to:

     (1)  prepare, execute in the undersigned's name and on the undersigned's
          behalf, and submit to the U.S. Securities and Exchange Commission (the
          "SEC") a Form ID, including amendments thereto, and any other
          documents necessary or appropriate to obtain codes and passwords
          enabling the undersigned to make electronic filings with the SEC of
          reports required by Section 16(a) of the Securities Exchange Act of
          1934, as amended (the "Exchange Act"), or any rule or regulation of
          the SEC;

     (2)  execute for and on behalf of the undersigned, in the undersigned's
          capacity as an officer and/or director of Mylan N.V. (the "Company"),
          Forms 3, 4, and 5 in accordance with Section 16(a) of the Exchange Act
          and the rules thereunder and any other forms or reports the
          undersigned may be required to file in connection with the
          undersigned's ownership, acquisition, or disposition of securities of
          the Company;

     (3)  do and perform any and all acts for and on behalf of the undersigned
          which may be necessary or desirable to complete and execute any such
          Form 3, 4, or 5, complete and execute any amendment or amendments
          thereto, and timely file such form with the SEC and any stock exchange
          or similar authority; and

     (4)  take any other action of any type whatsoever in connection with the
          foregoing which, in the opinion of such attorney-in-fact, may be of
          benefit to, in the best interest of, or legally required by, the
          undersigned, it being understood that the documents executed by such
          attorney-in-fact on behalf of the undersigned pursuant to this Power
          of Attorney shall be in such form and shall contain such terms and
          conditions as such attorney-in-fact may approve in such attorney-in-
          fact's discretion.

     The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Exchange Act and the rules thereunder.

     This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 10 day of January, 2018.

                                                   /s/ Heather M. Bresch
                                             ---------------------------------
                                                         Signature

                                                    Heather M. Bresch
                                             ---------------------------------
                                                        Print Name