SEC Filing | Mylan N.V.

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SEC FORM 4 SEC Form 4

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^*

Malik Rajiv

(Last)

(First)

(Middle)

BUILDING 4, TRIDENT PLACE, MOSQUITO WAY

(Street)

HATFIELD, HERTFORDSHIRE

AL10 9UL

(City)

(State)

(Zip)

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)
President

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares	03/02/2020		M		14,645	A	$0.00	233,024⁽¹⁾⁽²⁾⁽³⁾	D
Ordinary Shares	03/02/2020		F		6,464⁽⁴⁾	D	$17.48	226,560	D
Ordinary Shares	03/02/2020		M		33,516	A	$0.00	260,076	D
Ordinary Shares	03/02/2020		F		14,793⁽⁵⁾	D	$17.48	245,283	D
Ordinary Shares	03/03/2020		M		12,395	A	$0.00	257,678	D
Ordinary Shares	03/03/2020		F		5,471⁽⁶⁾	D	$16.29	252,207	D
Ordinary Shares	03/03/2020		M		30,988	A	$0.00	283,195	D
Ordinary Shares	03/03/2020		F		13,677⁽⁷⁾	D	$16.29	269,518	D
Ordinary Shares								28,546⁽²⁾	I	By Grantor Retained Annuity Trust
Ordinary Shares								250,000⁽³⁾	I	By Grantor Retained Annuity Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option-Right to Buy	$17.48	03/02/2020		A		84,871		⁽⁸⁾	03/02/2030	Ordinary Shares	84,871	$0.00	84,871	D
Restricted Stock Units	$0.00	03/02/2020		A		157,895		⁽⁹⁾	⁽⁹⁾	Ordinary Shares	157,895	$0.00	157,895	D
Restricted Stock Units	$0.00	03/02/2020		M			14,645	⁽¹⁰⁾	⁽¹⁰⁾	Ordinary Shares	14,645	$0.00	14,645	D
Restricted Stock Units	$0.00	03/02/2020		M			33,516	⁽¹¹⁾	⁽¹¹⁾	Ordinary Shares	33,516	$0.00	67,031	D
Restricted Stock Units	$0.00	03/03/2020		M			12,395	⁽¹²⁾	⁽¹²⁾	Ordinary Shares	12,395	$0.00	0	D
Performance Restricted Stock Units	$0.00	03/03/2020		A		30,988		⁽¹³⁾	⁽¹³⁾	Ordinary Shares	30,988	$0.00	30,988	D
Performance Restricted Stock Units	$0.00	03/03/2020		M			30,988	⁽¹³⁾	⁽¹³⁾	Ordinary Shares	30,988	$0.00	0	D

Explanation of Responses:

1. 127,008 ordinary shares were returned to the reporting person's direct beneficial ownership on September 17, 2019 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 5, 2017.

2. 71,454 ordinary shares were returned to the reporting person's direct beneficial ownership on January 27, 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.

3. On September 18, 2019, the reporting person contributed 250,000 ordinary shares of Mylan N.V. to a grantor retained annuity trust of which the reporting person is the sole trustee and sole annuitant.

4. 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.

5. 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.

6. 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.

7. 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.

8. 28,291 of the options will vest on March 2, 2021 and 28,290 will vest on each of March 2, 2022 and March 2, 2023. The options expire on March 2, 2030.

9. Each RSU represents the right to receive one ordinary share of Mylan N.V. 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.

10. Each RSU represents the right to receive one ordinary share of Mylan N.V. 14,645 of the RSUs granted on March 2, 2018 vested on each of March 2, 2019 and March 2, 2020, and 14,645 will vest on March 2, 2021.

11. Each RSU represents the right to receive one ordinary share of Mylan N.V. 33,516 of the RSUs granted on March 1, 2019 vested on March 2, 2020, 33,515 will vest on March 2, 2021, and 33,516 will vest on March 2, 2022.

12. Each RSU represents the right to receive one ordinary share of Mylan N.V. 12,395 of the RSUs granted on March 3, 2017 vested on each of March 3, 2018, March 3, 2019, and March 3, 2020.

13. 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.