| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Mylan N.V. [ MYL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/02/2020 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Ordinary Shares | 03/02/2020 | M | 6,102 | A | $0.00 | 102,232 | D | |||
| Ordinary Shares | 03/02/2020 | F | 2,657(1) | D | $17.48 | 99,575 | D | |||
| Ordinary Shares | 03/02/2020 | M | 15,544 | A | $0.00 | 115,119 | D | |||
| Ordinary Shares | 03/02/2020 | F | 6,759(2) | D | $17.48 | 108,360 | D | |||
| Ordinary Shares | 03/03/2020 | M | 5,533 | A | $0.00 | 113,893 | D | |||
| Ordinary Shares | 03/03/2020 | F | 2,406(3) | D | $16.29 | 111,487 | D | |||
| Ordinary Shares | 03/03/2020 | M | 13,834 | A | $0.00 | 125,321 | D | |||
| Ordinary Shares | 03/03/2020 | F | 6,016(4) | D | $16.29 | 119,305 | D | |||
| Ordinary Shares | 5,574 | I | By 401(k) Plan | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option - Right to Buy | $17.48 | 03/02/2020 | A | 39,361 | (5) | 03/02/2030 | Ordinary Shares | 39,361 | $0.00 | 39,361 | D | ||||
| Restricted Stock Units | $0.00 | 03/02/2020 | A | 73,227 | (6) | (6) | Ordinary Shares | 73,227 | $0.00 | 73,227 | D | ||||
| Restricted Stock Units | $0.00 | 03/02/2020 | M | 6,102 | (7) | (7) | Ordinary Shares | 6,102 | $0.00 | 6,102 | D | ||||
| Restricted Stock Units | $0.00 | 03/02/2020 | M | 15,544 | (8) | (8) | Ordinary Shares | 15,544 | $0.00 | 31,087 | D | ||||
| Restricted Stock Units | $0.00 | 03/03/2020 | M | 5,533 | (9) | (9) | Ordinary Shares | 5,533 | $0.00 | 0 | D | ||||
| Performance Restricted Stock Units | $0.00 | 03/03/2020 | A | 13,834 | (10) | (10) | Ordinary Shares | 13,834 | $0.00 | 13,834 | D | ||||
| Performance Restricted Stock Units | $0.00 | 03/03/2020 | M | 13,834 | (10) | (10) | Ordinary Shares | 13,834 | $0.00 | 0 | D | ||||
| Explanation of Responses: |
| 1. Represents withholding of ordinary shares for the tax liability associated with the vesting and settlement of a portion of the restricted stock units (RSUs) granted on March 2, 2018. |
| 2. Represents withholding of ordinary shares for the tax liability associated with the vesting and settlement of a portion of the RSUs granted on March 1, 2019. |
| 3. Represents withholding of ordinary shares for the tax liability associated with the vesting and settlement of a portion of the RSUs granted on March 3, 2017. |
| 4. Represents withholding of ordinary shares for the tax liability associated with the vesting and settlement of a portion of the performance restricted stock units (PRSUs) granted on March 3, 2017. |
| 5. 13,121 of the options will vest on March 2, 2021 and 13,120 will vest on each of March 2, 2022 and March 2, 2023. The options expire on March 2, 2030. |
| 6. Each RSU represents the right to receive one ordinary share of Mylan N.V. The RSUs vest in three equal annual installments beginning on March 2, 2021. |
| 7. Each RSU represents the right to receive one ordinary share of Mylan N.V. 6,103 of the RSUs granted on March 2, 2018 vested on March 2, 2019, 6,102 vested on March 2, 2020, and 6,102 will vest on March 2, 2021. |
| 8. Each RSU represents the right to receive one ordinary share of Mylan N.V. 15,544 of the RSUs granted on March 1, 2019 vested on March 2, 2020, 15,543 will vest on March 2, 2021, and 15,544 will vest on March 2, 2022. |
| 9. Each RSU represents the right to receive one ordinary share of Mylan N.V. 5,534 of the RSUs granted on March 3, 2017 vested on each of March 3, 2018 and March 3, 2019, and 5,533 vested on March 3, 2020. |
| 10. Each PRSU represents the right to receive one ordinary share of Mylan N.V. The PRSUs were initially granted on March 3, 2017, subject to the attainment of previously established three-year performance goals and a vesting period. The PRSUs fully vested on March 3, 2020. |
| Remarks: |
| /s/ Kevin Macikowski, by power of attorney | 03/04/2020 | |
| ** 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). | ||
| ** 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 Number. | ||