SEC Filing | Viatris

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SEC FORM 4 SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Campbell Paul

(Last)

(First)

(Middle)

1000 MYLAN BOULEVARD

(Street)

CANONSBURG

15317

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Viatris Inc [ VTRS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
11/16/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	11/16/2020		A		30,336	A	⁽²⁾	30,420⁽³⁾	D
Common Stock⁽¹⁾	11/16/2020		A		318	A	⁽²⁾	318	I	By 401(k) Plan
Common Stock⁽¹⁾	11/16/2020		A		508	A	⁽²⁾	508	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option - Right to Buy⁽³⁾	$22.66	11/16/2020		A		9,791		⁽⁵⁾	03/02/2021	Common Stock	9,791	⁽⁴⁾	9,791	D
Employee Stock Option - Right to Buy⁽³⁾	$22.66	11/16/2020		A		1,337		⁽⁶⁾	03/02/2021	Common Stock	1,337	⁽⁴⁾	1,337	I	By Spouse
Employee Stock Option - Right to Buy⁽³⁾	$23.44	11/16/2020		A		11,057		⁽⁷⁾	02/22/2022	Common Stock	11,057	⁽⁴⁾	11,057	D
Employee Stock Option - Right to Buy⁽³⁾	$30.9	11/16/2020		A		4,164		⁽⁸⁾	03/06/2023	Common Stock	4,164	⁽⁴⁾	4,164	D
Employee Stock Option - Right to Buy⁽³⁾	$55.84	11/16/2020		A		2,103		⁽⁹⁾	03/05/2024	Common Stock	2,103	⁽⁴⁾	2,103	D
Employee Stock Option - Right to Buy⁽³⁾	$55.61	11/16/2020		A		2,059		⁽¹⁰⁾	03/04/2025	Common Stock	2,059	⁽⁴⁾	2,059	D
Employee Stock Option - Right to Buy⁽³⁾	$46.27	11/16/2020		A		4,181		⁽¹¹⁾	02/17/2026	Common Stock	4,181	⁽⁴⁾	4,181	D
Employee Stock Option - Right to Buy⁽³⁾	$45.18	11/16/2020		A		4,392		⁽¹²⁾	03/03/2027	Common Stock	4,392	⁽⁴⁾	4,392	D
Employee Stock Option - Right to Buy⁽³⁾	$40.97	11/16/2020		A		9,681		⁽¹³⁾	03/02/2028	Common Stock	9,681	⁽⁴⁾	9,681	D
Employee Stock Option - Right to Buy⁽³⁾	$40.97	11/16/2020		A		612		⁽¹³⁾	03/02/2028	Common Stock	612	⁽⁴⁾	612	I	By Spouse
Restricted Stock Units⁽¹³⁾	$0.00	11/16/2020		A		1,980		⁽¹⁵⁾	⁽¹⁵⁾	Common Stock	1,980	⁽¹⁴⁾	1,980	D
Restricted Stock Units⁽¹³⁾	$0.00	11/16/2020		A		167		⁽¹⁵⁾	⁽¹⁵⁾	Common Stock	167	⁽¹⁴⁾	167	I	By Spouse
Restricted Stock Units⁽¹⁵⁾	$0.00	11/16/2020		A		9,900		⁽¹⁵⁾	⁽¹⁵⁾	Common Stock	9,900	⁽¹⁶⁾	9,900	D
Restricted Stock Units⁽¹⁵⁾	$0.00	11/16/2020		A		501		⁽¹⁵⁾	⁽¹⁵⁾	Common Stock	501	⁽¹⁶⁾	501	I	By Spouse
Employee Stock Option - Right to Buy⁽³⁾	$27.45	11/16/2020		A		7,398		⁽¹⁷⁾	03/01/2029	Common Stock	7,398	⁽⁴⁾	7,398	D
Employee Stock Option - Right to Buy⁽³⁾	$27.45	11/16/2020		A		460		⁽¹⁸⁾	03/01/2029	Common Stock	460	⁽⁴⁾	460	I	By Spouse
Restricted Stock Units⁽¹³⁾	$0.00	11/16/2020		A		8,258		⁽¹⁹⁾	⁽¹⁹⁾	Common Stock	8,258	⁽¹⁴⁾	8,258	D
Restricted Stock Units⁽¹³⁾	$0.00	11/16/2020		A		770		⁽²⁰⁾	⁽²⁰⁾	Common Stock	770	⁽¹⁴⁾	770	I	By Spouse
Restricted Stock Units⁽¹⁵⁾	$0.00	11/16/2020		A		15,483		⁽²¹⁾	⁽²¹⁾	Common Stock	15,483	⁽¹⁶⁾	15,483	D
Restricted Stock Units⁽¹⁵⁾	$0.00	11/16/2020		A		577		⁽²¹⁾	⁽²¹⁾	Common Stock	577	⁽¹⁶⁾	577	I	By Spouse
Employee Stock Option - Right to Buy⁽³⁾	$17.48	11/16/2020		A		11,071		⁽²²⁾	03/02/2030	Common Stock	11,071	⁽⁴⁾	11,071	D
Employee Stock Option - Right to Buy⁽³⁾	$17.48	11/16/2020		A		669		⁽²³⁾	03/02/2030	Common Stock	669	⁽⁴⁾	669	I	By Spouse
Restricted Stock Units⁽¹³⁾	$0.00	11/16/2020		A		20,595		⁽²⁴⁾	⁽²⁴⁾	Common Stock	20,595	⁽¹⁴⁾	20,595	D
Restricted Stock Units⁽¹³⁾	$0.00	11/16/2020		A		1,866		⁽²⁴⁾	⁽²⁴⁾	Common Stock	1,866	⁽¹⁴⁾	1,866	I	By Spouse
Restricted Stock Units⁽¹⁵⁾	$0.00	11/16/2020		A		25,744		⁽²⁵⁾	⁽²⁵⁾	Common Stock	25,744	⁽¹⁶⁾	25,744	D
Restricted Stock Units⁽¹⁵⁾	$0.00	11/16/2020		A		933		⁽²⁵⁾	⁽²⁵⁾	Common Stock	933	⁽¹⁶⁾	933	I	By Spouse

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 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.

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 March 2, 2014.

6. These options vested on February 27, 2015.

7. These options vested on February 22, 2015.

8. These options vested on March 6, 2016.

9. These options vested on March 5, 2017.

10. These options vested on March 4, 2018.

11. These options vested on February 17, 2019.

12. These options vested on March 3, 2020.

13. 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.

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

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

16. 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.

17. 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.

18. 154 of these options vested on March 2, 2020 and 153 will vest on each of March 2, 2021 and March 2, 2022.

19. 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.

20. 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.

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

22. 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.

23. These options will vest in three equal annual installments beginning on March 2, 2021.

24. 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.

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

Remarks:

Chief Accounting Officer & Corporate Controller

	/s/ Kevin Macikowski, by power of attorney	11/18/2020
	** Signature of Reporting Person	Date
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