Viatris Inc — Director's Dealing 2020

Nov 18, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Viatris Inc (VTRS)
CIK: 0001792044
Period of Report: 2020-11-16

Reporting Person: Malik Rajiv (Director, President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-11-16	Common Stock	A	459699	—	Acquired	460319	Direct
2020-11-16	Common Stock	A	88365	—	Acquired	88365	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-11-16	Employee Stock Option - Right to Buy	$55.84	A	34389	Acquired	2024-03-05	Common Stock (34389)	Direct
2020-11-16	Employee Stock Option - Right to Buy	$50.66	A	41637	Acquired	2025-11-17	Common Stock (41637)	Direct
2020-11-16	Employee Stock Option - Right to Buy	$46.27	A	50168	Acquired	2026-02-17	Common Stock (50168)	Direct
2020-11-16	Employee Stock Option - Right to Buy	$45.18	A	65574	Acquired	2027-03-03	Common Stock (65574)	Direct
2020-11-16	Employee Stock Option - Right to Buy	$40.97	A	71600	Acquired	2028-03-02	Common Stock (71600)	Direct
2020-11-16	Restricted Stock Units	$0.00	A	14645	Acquired		Common Stock (14645)	Direct
2020-11-16	Restricted Stock Units	$0.00	A	73225	Acquired		Common Stock (73225)	Direct
2020-11-16	Employee Stock Option - Right to Buy	$27.45	A	60053	Acquired	2029-03-01	Common Stock (60053)	Direct
2020-11-16	Restricted Stock Units	$0.00	A	67031	Acquired		Common Stock (67031)	Direct
2020-11-16	Restricted Stock Units	$0.00	A	125684	Acquired		Common Stock (125684)	Direct
2020-11-16	Employee Stock Option - Right to Buy	$17.48	A	84871	Acquired	2030-03-02	Common Stock (84871)	Direct
2020-11-16	Restricted Stock Units	$0.00	A	157895	Acquired		Common Stock (157895)	Direct
2020-11-16	Restricted Stock Units	$0.00	A	197369	Acquired		Common Stock (197369)	Direct

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 620 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 5, 2017.

F6: These options vested on March 4, 2018.

F7: These options vested on February 17, 2019.

F8: These options vested on March 3, 2020.

F9: 23,867 of these options vested on March 2, 2019, 23,866 vested on March 2, 2020 and 23,867 will vest on March 2, 2021.

F10: Received in exchange for, and having substantially the same terms as, restricted stock units ("RSUs") of Mylan in connection with the Combination.

F11: Each RSU represents the right to receive one share of common stock of Viatris. The RSUs will vest on March 2, 2021.

F12: 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.

F13: 20,018 of these options vested on March 2, 2020, 20,017 will vest on March 2, 2021 and 20,018 will vest on March 2, 2022.

F14: Each RSU represents the right to receive one share of common stock of Viatris. 33,515 of the RSUs will vest on March 2, 2021 and 33,516 will vest on March 2, 2022.

F15: Each RSU represents the right to receive one share of common stock of Viatris. The RSUs will vest on March 2, 2022.

F16: 28,291 of these options will vest on March 2, 2021 and 28,290 will vest on each of March 2, 2022 and March 2, 2023.

F17: Each RSU represents the right to receive one share of common stock of Viatris. 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.

F18: Each RSU represents the right to receive one share of common stock of Viatris. The RSUs will vest on March 2, 2023.