Sec Form 4 Filing - Lyons Dillon JoEllen @ Viatris Inc - 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
Lyons Dillon JoEllen
2. Issuer Name and Ticker or Trading Symbol
Viatris Inc [ VTRS]
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)
1000 MYLAN BOULEVARD
3. Date of Earliest Transaction (MM/DD/YY)
11/16/2020
(Street)
CANONSBURG, PA15317
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
Common Stock ( 1 ) 11/16/2020 A 15,609 A 15,609 D
Common Stock 18 ( 3 ) I By Spouse
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 ( 4 ) $ 45.72 11/16/2020 A 2,974 ( 5 ) 04/11/2024 Common Stock 2,974 ( 4 ) 2,974 D
Non-Employee Director Stock Option - Right to Buy ( 4 ) $ 50.66 11/16/2020 A 2,603 ( 6 ) 11/17/2025 Common Stock 2,603 ( 4 ) 2,603 D
Non-Employee Director Stock Option - Right to Buy ( 4 ) $ 46.27 11/16/2020 A 2,788 ( 7 ) 02/17/2026 Common Stock 2,788 ( 4 ) 2,788 D
Non-Employee Director Stock Option - Right to Buy ( 4 ) $ 45.18 11/16/2020 A 2,928 ( 8 ) 03/03/2027 Common Stock 2,928 ( 4 ) 2,928 D
Non-Employee Director Stock Option - Right to Buy ( 4 ) $ 40.97 11/16/2020 A 2,984 ( 9 ) 03/02/2028 Common Stock 2,984 ( 4 ) 2,984 D
Non-Employee Director Stock Option - Right to Buy ( 4 ) $ 27.45 11/16/2020 A 4,352 ( 10 ) 03/01/2029 Common Stock 4,352 ( 4 ) 4,352 D
Non-Employee Director Stock Option - Right to Buy ( 4 ) $ 17.48 11/16/2020 A 6,151 ( 11 ) 03/02/2030 Common Stock 6,151 ( 4 ) 6,151 D
Restricted Stock Units ( 12 ) $ 0 11/16/2020 A 9,440 ( 13 ) ( 13 ) Common Stock 9,440 ( 12 ) 9,440 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Lyons Dillon JoEllen
1000 MYLAN BOULEVARD
CANONSBURG, PA15317
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 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 shares of Viatris common stock acquired in connection with the Combination on a one-for-one basis in exchange for ordinary shares of Mylan. On the effective date of the Combination, the closing price of a Mylan ordinary share was $15.85 per share.
( 3 )Includes 18 shares of common stock acquired in the distribution on November 16, 2020 by Pfizer to its stockholders of all of the issued and outstanding shares of Upjohn common stock held by Pfizer by way of pro rata dividend.
( 4 )Received in exchange for, and having substantially the same terms as, stock options to acquire Mylan ordinary shares in connection with the Combination.
( 5 )These options vested on April 11, 2015.
( 6 )These options vested on May 1, 2016.
( 7 )These options vested on February 17, 2017.
( 8 )These options vested on March 3, 2018.
( 9 )These options vested on March 2, 2019.
( 10 )These options vested on March 2, 2020.
( 11 )These options will vest on March 2, 2021.
( 12 )Received in exchange for, and having substantially the same terms as, restricted stock units ("RSUs") of Mylan in connection with the Combination.
( 13 )Each RSU represents the right to receive one share of common stock of Viatris. The RSUs will vest on March 2, 2021.

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