| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Viatris Inc [ VTRS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/02/2022 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 03/02/2022 | M | 4,129 | A | $0.00 | 48,878 | D | |||
| Common Stock | 03/02/2022 | F | 2,027(1) | D | $10.48 | 46,851 | D | |||
| Common Stock | 03/02/2022 | M | 385 | A | $0.00 | 385 | I | By Spouse | ||
| Common Stock | 03/02/2022 | F | 132(1) | D | $10.48 | 253 | I | By Spouse | ||
| Common Stock | 03/02/2022 | M | 15,483 | A | $0.00 | 62,334 | D | |||
| Common Stock | 03/02/2022 | F | 6,779(2) | D | $10.48 | 55,555 | D | |||
| Common Stock | 03/02/2022 | M | 577 | A | $0.00 | 830 | I | By Spouse | ||
| Common Stock | 03/02/2022 | F | 197(2) | D | $10.48 | 633 | I | By Spouse | ||
| Common Stock | 03/02/2022 | M | 6,865 | A | $0.00 | 62,420 | D | |||
| Common Stock | 03/02/2022 | F | 3,003(3) | D | $10.48 | 59,417 | D | |||
| Common Stock | 03/02/2022 | M | 622 | A | $0.00 | 1,255 | I | By Spouse | ||
| Common Stock | 03/02/2022 | F | 212(3) | D | $10.48 | 1,043 | I | By Spouse | ||
| Common Stock | 03/02/2022 | M | 13,996 | A | $0.00 | 73,413 | D | |||
| Common Stock | 03/02/2022 | F | 6,128(4) | D | $10.48 | 67,285 | D | |||
| Common Stock | 03/02/2022 | M | 870 | A | $0.00 | 1,913 | I | By Spouse | ||
| Common Stock | 03/02/2022 | F | 297(4) | D | $10.48 | 1,616 | I | By Spouse | ||
| Common Stock | 03/02/2022 | M | 335(5) | A | $0.00 | 67,620 | D | |||
| Common Stock | 03/02/2022 | F | 147(6) | D | $10.48 | 67,473 | D | |||
| Common Stock | 03/02/2022 | M | 21(5) | A | $0.00 | 1,637 | I | By Spouse | ||
| Common Stock | 03/02/2022 | F | 8(6) | D | $10.48 | 1,629 | I | By Spouse | ||
| Common Stock | 03/02/2022 | G | V(7) | 1,629 | D | $0.00 | 0 | I | By Spouse | |
| Common Stock | 03/02/2022 | G | V(7) | 1,629 | A | $0.00 | 69,102 | D | ||
| Common Stock | 318 | I | By 401(k) Plan | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | $0.00 | 03/02/2022 | M | 4,129 | (8) | (8) | Common Stock | 4,129 | $0.00 | 0 | D | ||||
| Restricted Stock Units | $0.00 | 03/02/2022 | M | 385 | (9) | (9) | Common Stock | 385 | $0.00 | 0 | I | By Spouse | |||
| Restricted Stock Units | $0.00 | 03/02/2022 | M | 15,483 | (10) | (10) | Common Stock | 15,483 | $0.00 | 0 | D | ||||
| Restricted Stock Units | $0.00 | 03/02/2022 | M | 577 | (11) | (11) | Common Stock | 577 | $0.00 | 0 | I | By Spouse | |||
| Restricted Stock Units | $0.00 | 03/02/2022 | M | 6,865 | (12) | (12) | Common Stock | 6,865 | $0.00 | 6,865 | D | ||||
| Restricted Stock Units | $0.00 | 03/02/2022 | M | 622 | (13) | (13) | Common Stock | 622 | $0.00 | 622 | I | By Spouse | |||
| Restricted Stock Units | $0.00 | 03/02/2022 | M | 13,996 | (14) | (14) | Common Stock | 13,996 | $0.00 | 27,992 | D | ||||
| Restricted Stock Units | $0.00 | 03/02/2022 | M | 870 | (15) | (15) | Common Stock | 870 | $0.00 | 1,738 | I | By Spouse | |||
| Dividend Equivalent Units | $0.00 | 03/02/2022 | M | 334.4478 | (16) | (16) | Common Stock | 334.4478 | $0.00 | 669 | D | ||||
| Dividend Equivalent Units | $0.00 | 03/02/2022 | M | 20.3272 | (16) | (16) | Common Stock | 20.3272 | $0.00 | 42 | I | By Spouse | |||
| Restricted Stock Units | $0.00 | 03/04/2022 | A | 53,616 | (17) | (17) | Common Stock | 53,616 | $0.00 | 53,616 | D | ||||
| Restricted Stock Units | $0.00 | 03/04/2022 | A | 4,555 | (17) | (17) | Common Stock | 4,555 | $0.00 | 4,555 | I | By Spouse | |||
| Explanation of Responses: |
| 1. Represents withholding of shares of common stock for the tax liability associated with the vesting and settlement of a portion of the restricted stock units (RSUs) granted on March 1, 2019. |
| 2. Represents withholding of shares of common stock for the tax liability associated with the vesting and settlement of the RSUs granted on March 1, 2019. |
| 3. Represents withholding of shares of common stock for the tax liability associated with the vesting and settlement of a portion of the RSUs granted on March 2, 2020. |
| 4. Represents withholding of shares of common stock for the tax liability associated with the vesting and settlement of a portion of the RSUs granted on March 2, 2021. |
| 5. Fractional shares have been rounded up in connection with the settlement described in footnote 16 pursuant to the terms of the RSU award agreement under the Viatris Inc. 2020 Stock Incentive Plan. |
| 6. Represents withholding of shares of common stock for the tax liability associated with the vesting and settlement of a portion of the dividend equivalent units (DEUs) that accrued with respect to the RSUs previously granted on March 2, 2021. |
| 7. This transaction involved a gift of securities by the reporting person's spouse to the reporting person on March 2, 2021. |
| 8. Each RSU represents the right to receive one share of common stock of Viatris Inc. (Viatris). 4,129 of the RSUs granted on March 1, 2019 vested on each of March 2, 2020, March 2, 2021 and March 2, 2022. |
| 9. Each RSU represents the right to receive one share of common stock of Viatris. 384 of the RSUs granted on March 1, 2019 vested on March 2, 2020 and 385 vested on each of March 2, 2021 and March 2, 2022. |
| 10. Each RSU represents the right to receive one share of common stock of Viatris. These RSUs vested in full on March 2, 2022. |
| 11. Each RSU represents the right to receive one share of common stock of Viatris. These RSUs vested in full on March 2, 2022. |
| 12. Each RSU represents the right to receive one share of common stock of Viatris. 6,865 of the RSUs granted on March 2, 2020 vested on each of March 2, 2021 and March 2, 2022, and 6,865 will vest on March 2, 2023. |
| 13. Each RSU represents the right to receive one share of common stock of Viatris. 622 of the RSUs granted on March 2, 2020 vested on each of March 2, 2021 and March 2, 2022, and 622 will vest on March 2, 2023. |
| 14. Each RSU represents the right to receive one share of common stock of Viatris. 13,996 of the RSUs granted on March 2, 2021 vested on March 2, 2022 and 13,996 will vest on each of March 2, 2023 and March 2, 2024. |
| 15. Each RSU represents the right to receive one share of common stock of Viatris. 870 of the RSUs granted on March 2, 2021 vested on March 2, 2022 and 869 will vest on each of March 2, 2023 and March 2, 2024. |
| 16. Represents DEUs that accrued with respect to the RSUs previously granted on March 2, 2021 and vest on the same schedule as the underlying RSUs. |
| 17. Each RSU represents the right to receive one share of common stock of Viatris. The RSUs vest in three equal annual installments beginning on March 4, 2023. |
| Remarks: |
| Chief Accounting Officer and Corporate Controller |
| /s/ Kevin Macikowski, by power of attorney | 03/04/2022 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||