| 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) 03/02/2023 | ||||||||||||||||||||||||||
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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 | 03/02/2023 | M | 26,125 | A | $0.00 | 61,299 | D | |||
| Common Stock | 03/02/2023 | F | 11,360(1) | D | $11.13 | 49,939 | D | |||
| Common Stock | 03/02/2023 | M | 2,067(2) | A | $0.00 | 52,006 | D | |||
| Common Stock | 03/02/2023 | F | 899(3) | D | $11.13 | 51,107 | D | |||
| Common Stock | 03/04/2023 | M | 38,889 | A | $0.00 | 89,996 | D | |||
| Common Stock | 03/04/2023 | F | 16,909(4) | D | $11.13 | 73,087 | D | |||
| Common Stock | 03/04/2023 | M | 1,398(5) | A | $0.00 | 74,485 | D | |||
| Common Stock | 03/04/2023 | F | 608(6) | D | $11.13 | 73,877 | D | |||
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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 | 03/02/2023 | M | 26,125 | (7) | (7) | Common Stock | 26,125 | $0.00 | 26,126 | D | ||||
| Dividend Equivalent Units | $0.00 | 03/02/2023 | M | 2,066.3282(8) | (9) | (9) | Common Stock | 2,066.3282 | $0.00 | 2,066(8) | D | ||||
| Restricted Stock Units | $0.00 | 03/03/2023 | A | 116,353 | (10) | (10) | Common Stock | 116,353 | $0.00 | 116,353 | D | ||||
| Restricted Stock Units | $0.00 | 03/04/2023 | M | 38,889 | (11) | (11) | Common Stock | 38,889 | $0.00 | 77,778 | D | ||||
| Dividend Equivalent Units | $0.00 | 03/04/2023 | M | 1,397.7864(12) | (13) | (13) | Common Stock | 1,397.7864 | $0.00 | 2,796(12) | D | ||||
| 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 2, 2021. |
| 2. Fractional shares have been rounded up in connection with the settlement described in footnote 9 pursuant to the terms of the RSU award agreement under the Viatris Inc. 2020 Stock Incentive Plan. |
| 3. 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. |
| 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 4, 2022. |
| 5. Fractional shares have been rounded up in connection with the settlement described in footnote 13 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 DEUs that accrued with respect to the RSUs previously granted on March 4, 2022. |
| 7. Each RSU represents the right to receive one share of common stock of Viatris Inc. (Viatris). 26,126 of the RSUs granted on March 2, 2021 vested on March 2, 2022, 26,125 vested on March 2, 2023 and 26,126 will vest on March 2, 2024. |
| 8. On May 6, 2022, Viatris filed a registration statement on Form S-3 with respect to its Dividend Reinvestment and Share Purchase Plan; amount includes DEUs that subsequently accrued with respect to such RSUs in June 2022, September 2022 and December 2022 in transactions exempt from Section 16 under Rule 16a-11. |
| 9. 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. |
| 10. Each RSU represents the right to receive one share of common stock of Viatris. 38,785 of the RSUs granted on March 3, 2023 will vest on March 3, 2024 and 38,784 will vest on each of March 3, 2025 and March 3, 2026. |
| 11. Each RSU represents the right to receive one share of common stock of Viatris. 38,889 of the RSUs granted on March 4, 2022 vested on March 4, 2023 and 38,889 will vest on each of March 4, 2024 and March 4, 2025. |
| 12. On May 6, 2022, Viatris filed a registration statement on Form S-3 with respect to its Dividend Reinvestment and Share Purchase Plan; amount represents DEUs that subsequently accrued with respect to such RSUs in June 2022, September 2022 and December 2022 in transactions exempt from Section 16 under Rule 16a-11. |
| 13. Represents DEUs that accrued with respect to the RSUs previously granted on March 4, 2022 and vest on the same schedule as the underlying RSUs. |
| Remarks: |
| /s/ Kevin Macikowski, by power of attorney | 03/06/2023 | |
| ** 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. | ||