Sec Form 4 Filing - BRESCH HEATHER M @ Mylan N.V. - 2020-03-02

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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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/YY) 03/02/2020 (Street) HATFIELD, HERTFORDSHIRE, X0AL10 9UL 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 22,211 A $ 0 222,949 ( 1 ) ( 2 ) D Ordinary Shares 03/02/2020 F 9,862 ( 3 ) D $ 17.48 213,087 D Ordinary Shares 03/02/2020 M 51,002 A $ 0 264,089 D Ordinary Shares 03/02/2020 F 22,644 ( 4 ) D $ 17.48 241,445 D Ordinary Shares 03/03/2020 M 20,141 A $ 0 261,586 D Ordinary Shares 03/03/2020 F 8,942 ( 5 ) D $ 16.29 252,644 D Ordinary Shares 03/03/2020 M 50,355 A $ 0 302,999 D Ordinary Shares 03/03/2020 F 22,357 ( 6 ) D $ 16.29 280,642 D Ordinary Shares 1,157 I By 401(k) Plan Ordinary Shares 300,000 ( 2 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Restricted Stock Units $ 0 03/02/2020 M 22,211 ( 7 ) ( 7 ) Ordinary Shares 22,211 $ 0 22,212 D Restricted Stock Units $ 0 03/02/2020 M 51,002 ( 8 ) ( 8 ) Ordinary Shares 51,002 $ 0 102,004 D Restricted Stock Units $ 0 03/03/2020 M 20,141 ( 9 ) ( 9 ) Ordinary Shares 20,141 $ 0 0 D Performance Restricted Stock Units $ 0 03/03/2020 A 50,355 ( 10 ) ( 10 ) Ordinary Shares 50,355 $ 0 50,355 D Performance Restricted Stock Units $ 0 03/03/2020 M 50,355 ( 10 ) ( 10 ) Ordinary Shares 50,355 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BRESCH HEATHER M BUILDING 4, TRIDENT PLACE, MOSQUITO WAY HATFIELD, HERTFORDSHIRE, X0AL10 9UL X Chief Executive Officer Signatures /s/ Kevin Macikowski, by power of attorney 03/04/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )115,178 ordinary shares were returned to the reporting person's direct beneficial ownership on August 27, 2019 in the form of a scheduled annuity payment under the terms of the grantor retained annuity trust to which the reporting p erson initially contributed 200,000 ordinary shares on August 23, 2017. ( 2 )On September 12, 2019, the reporting person contributed 300,000 ordinary shares of Mylan N.V. to a grantor retained annuity trust of which the reporting person is the sole trustee and sole annuitant. ( 3 )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. ( 4 )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. ( 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 3, 2017. ( 6 )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. ( 7 )Each RSU represents the right to receive one ordinary share of Mylan N.V. 22,212 of the RSUs granted on March 2, 2018 vested on March 2, 2019, 22,211 vested on March 2, 2020, and 22,212 will vest on March 2, 2021. ( 8 )Each RSU represents the right to receive one ordinary share of Mylan N.V. 51,002 of the RSUs granted on March 1, 2019 vested on March 2, 2020, and 51,002 will vest on each of March 2, 2021 and March 2, 2022. ( 9 )Each RSU represents the right to receive one ordinary share of Mylan N.V. 20,142 of the RSUs granted on March 3, 2017 vested on each of March 3, 2018 and March 3, 2019, and 20,141 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.

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