Sec Form 4 Filing - DIMICK NEIL F @ Mylan II B.V. - 2020-11-16

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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
DIMICK NEIL F
2. Issuer Name and Ticker or Trading Symbol
Mylan II B.V. [ MYL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
BUILDING 4, TRIDENT PLACE, MOSQUITO WAY
3. Date of Earliest Transaction (MM/DD/YY)
11/16/2020
(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 ( 1 ) 11/16/2020 D 51,263 D 0 D
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
Non-Employee Director Stock Option - Right to Buy ( 3 ) $ 45.72 11/16/2020 D 2,974 ( 4 ) 04/11/2024 Ordinary Shares 2,974 ( 3 ) 0 D
Non-Employee Director Stock Option - Right to Buy ( 3 ) $ 50.66 11/16/2020 D 2,603 ( 5 ) 11/17/2025 Ordinary Shares 2,603 ( 3 ) 0 D
Non-Employee Director Stock Option - Right to Buy ( 3 ) $ 46.27 11/16/2020 D 2,788 ( 6 ) 02/17/2026 Ordinary Shares 2,788 ( 3 ) 0 D
Non-Employee Director Stock Option - Right to Buy ( 3 ) $ 45.18 11/16/2020 D 2,928 ( 7 ) 03/03/2027 Ordinary Shares 2,928 ( 3 ) 0 D
Non-Employee Director Stock Option - Right to Buy ( 3 ) $ 40.97 11/16/2020 D 2,984 ( 8 ) 03/02/2028 Ordinary Shares 2,984 ( 3 ) 0 D
Non-Employee Director Stock Option - Right to Buy ( 3 ) $ 27.45 11/16/2020 D 4,352 ( 9 ) 03/01/2029 Ordinary Shares 4,352 ( 3 ) 0 D
Non-Employee Director Stock Option - Right to Buy ( 3 ) $ 17.48 11/16/2020 D 6,151 ( 10 ) 03/02/2030 Ordinary Shares 6,151 ( 3 ) 0 D
Restricted Stock Units ( 11 ) $ 0 11/16/2020 D 9,440 ( 12 ) ( 12 ) Ordinary Shares 9,440 ( 11 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DIMICK NEIL F
BUILDING 4, TRIDENT PLACE, MOSQUITO WAY
HATFIELD, HERTFORDSHIRE, X0AL10 9UL
X
Signatures
/s/ Kevin Macikowski, by power of attorney 11/18/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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 (1) Mylan merged with and into Mylan II B.V. with Mylan II B.V. surviving the merger as the legal successor of Mylan and (2) 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).
( 2 )Represents ordinary shares of Mylan that were exchanged on a one-for-one basis for shares of Viatris common stock in connection with the Combination. On the effective date of the Combination, the closing price of a Mylan ordinary share was $15.85 per share.
( 3 )Represents stock options to acquire Mylan ordinary shares that were exchanged for stock options to acquire Viatris common stock having substantially the same terms in connection with the Combination.
( 4 )These options vested on April 11, 2015.
( 5 )These options vested on May 1, 2016.
( 6 )These options vested on February 17, 2017.
( 7 )These options vested on March 3, 2018.
( 8 )These options vested on March 2, 2019.
( 9 )These options vested on March 2, 2020.
( 10 )These options will vest on March 2, 2021.
( 11 )Represents restricted stock units ("RSUs") of Mylan that were exchanged on a one-for-one basis for RSUs of Viatris having substantially the same terms in connection with the Combination.
( 12 )Each RSU represents the right to receive one ordinary share of Mylan. The RSUs will vest on March 2, 2021.

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