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Viatris Inc — Director's Dealing 2020
Nov 18, 2020
30502_dirs_2020-11-18_d2948994-d0a9-458f-b6fb-431b75625bbf.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: Viatris Inc (VTRS)
CIK: 0001792044
Period of Report: 2020-11-16
Reporting Person: Campbell Paul (See Remarks)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2020-11-16 | Common Stock | A | 30336 | — | Acquired | 30420 | Direct |
| 2020-11-16 | Common Stock | A | 318 | — | Acquired | 318 | Indirect |
| 2020-11-16 | Common Stock | A | 508 | — | Acquired | 508 | Indirect |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2020-11-16 | Employee Stock Option - Right to Buy | $22.66 | A | 9791 | Acquired | 2021-03-02 | Common Stock (9791) | Direct |
| 2020-11-16 | Employee Stock Option - Right to Buy | $22.66 | A | 1337 | Acquired | 2021-03-02 | Common Stock (1337) | Indirect |
| 2020-11-16 | Employee Stock Option - Right to Buy | $23.44 | A | 11057 | Acquired | 2022-02-22 | Common Stock (11057) | Direct |
| 2020-11-16 | Employee Stock Option - Right to Buy | $30.90 | A | 4164 | Acquired | 2023-03-06 | Common Stock (4164) | Direct |
| 2020-11-16 | Employee Stock Option - Right to Buy | $55.84 | A | 2103 | Acquired | 2024-03-05 | Common Stock (2103) | Direct |
| 2020-11-16 | Employee Stock Option - Right to Buy | $55.61 | A | 2059 | Acquired | 2025-03-04 | Common Stock (2059) | Direct |
| 2020-11-16 | Employee Stock Option - Right to Buy | $46.27 | A | 4181 | Acquired | 2026-02-17 | Common Stock (4181) | Direct |
| 2020-11-16 | Employee Stock Option - Right to Buy | $45.18 | A | 4392 | Acquired | 2027-03-03 | Common Stock (4392) | Direct |
| 2020-11-16 | Employee Stock Option - Right to Buy | $40.97 | A | 9681 | Acquired | 2028-03-02 | Common Stock (9681) | Direct |
| 2020-11-16 | Employee Stock Option - Right to Buy | $40.97 | A | 612 | Acquired | 2028-03-02 | Common Stock (612) | Indirect |
| 2020-11-16 | Restricted Stock Units | $0.00 | A | 1980 | Acquired | Common Stock (1980) | Direct | |
| 2020-11-16 | Restricted Stock Units | $0.00 | A | 167 | Acquired | Common Stock (167) | Indirect | |
| 2020-11-16 | Restricted Stock Units | $0.00 | A | 9900 | Acquired | Common Stock (9900) | Direct | |
| 2020-11-16 | Restricted Stock Units | $0.00 | A | 501 | Acquired | Common Stock (501) | Indirect | |
| 2020-11-16 | Employee Stock Option - Right to Buy | $27.45 | A | 7398 | Acquired | 2029-03-01 | Common Stock (7398) | Direct |
| 2020-11-16 | Employee Stock Option - Right to Buy | $27.45 | A | 460 | Acquired | 2029-03-01 | Common Stock (460) | Indirect |
| 2020-11-16 | Restricted Stock Units | $0.00 | A | 8258 | Acquired | Common Stock (8258) | Direct | |
| 2020-11-16 | Restricted Stock Units | $0.00 | A | 770 | Acquired | Common Stock (770) | Indirect | |
| 2020-11-16 | Restricted Stock Units | $0.00 | A | 15483 | Acquired | Common Stock (15483) | Direct | |
| 2020-11-16 | Restricted Stock Units | $0.00 | A | 577 | Acquired | Common Stock (577) | Indirect | |
| 2020-11-16 | Employee Stock Option - Right to Buy | $17.48 | A | 11071 | Acquired | 2030-03-02 | Common Stock (11071) | Direct |
| 2020-11-16 | Employee Stock Option - Right to Buy | $17.48 | A | 669 | Acquired | 2030-03-02 | Common Stock (669) | Indirect |
| 2020-11-16 | Restricted Stock Units | $0.00 | A | 20595 | Acquired | Common Stock (20595) | Direct | |
| 2020-11-16 | Restricted Stock Units | $0.00 | A | 1866 | Acquired | Common Stock (1866) | Indirect | |
| 2020-11-16 | Restricted Stock Units | $0.00 | A | 25744 | Acquired | Common Stock (25744) | Direct | |
| 2020-11-16 | Restricted Stock Units | $0.00 | A | 933 | Acquired | Common Stock (933) | Indirect |
Footnotes
F1: 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).
F2: 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.
F3: Includes 84 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.
F4: Received in exchange for, and having substantially the same terms as, stock options to acquire Mylan ordinary shares in connection with the Combination.
F5: These options vested on March 2, 2014.
F6: These options vested on February 27, 2015.
F7: These options vested on February 22, 2015.
F8: These options vested on March 6, 2016.
F9: These options vested on March 5, 2017.
F10: These options vested on March 4, 2018.
F11: These options vested on February 17, 2019.
F12: These options vested on March 3, 2020.
F13: One-third of these options vested on each of March 2, 2019 and March 2, 2020 and one-third will vest on March 2, 2021.
F14: Received in exchange for, and having substantially the same terms as, restricted stock units ("RSUs") of Mylan in connection with the Combination.
F15: Each RSU represents the right to receive one share of common stock of Viatris. The RSUs will vest on March 2, 2021.
F16: Received in exchange for, and having substantially the same terms as (other than no longer being subject to the performance-based vesting conditions), performance restricted stock units of Mylan in connection with the Combination.
F17: One-third of these options vested on March 2, 2020 and one-third will vest on each of March 2, 2021 and March 2, 2022.
F18: 154 of these options vested on March 2, 2020 and 153 will vest on each of March 2, 2021 and March 2, 2022.
F19: Each RSU represents the right to receive one share of common stock of Viatris. 4,129 of the RSUs will vest on each of March 2, 2021 and March 2, 2022.
F20: Each RSU represents the right to receive one share of common stock of Viatris. 385 of the RSUs will vest on each of March 2, 2021 and March 2, 2022.
F21: Each RSU represents the right to receive one share of common stock of Viatris. The RSUs will vest on March 2, 2022.
F22: 3,691 of these options will vest on March 2, 2021 and 3,690 will vest on each of March 2, 2022 and March 2, 2023.
F23: These options will vest in three equal annual installments beginning on March 2, 2021.
F24: Each RSU represents the right to receive one share of common stock of Viatris. The RSUs will vest in three equal annual installments beginning on March 2, 2021.
F25: Each RSU represents the right to receive one share of common stock of Viatris. The RSUs will vest on March 2, 2023.