SEC Form 4 · accession 0001209191-15-019970
Mylan N.V. · MYL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Anthony Mauro
Officer — President, North America
Period of report
Feb 27, 2015
Accepted (ET)
Feb 27, 2015 · 7:21 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001623613
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary SharesF1,F2,F3 | Feb 27, 2015 | A | 77,936 | — | A | 77,936 | D | |
| Ordinary SharesF1,F2,F3 | Feb 27, 2015 | A | 5,574 | — | A | 5,574 | I | By 401(k) Plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option - Right to BuyF4,F5 | $22.66 | Feb 27, 2015 | A | 4,757 | A | — | Mar 2, 2021 | Ordinary Shares | 4,757 | 4,757 | D |
| Employee Stock Option - Right to BuyF4,F6 | $23.44 | Feb 27, 2015 | A | 4,266 | A | — | Feb 22, 2022 | Ordinary Shares | 4,266 | 4,266 | D |
| Employee Stock Option - Right to BuyF4,F7 | $30.90 | Feb 27, 2015 | A | 3,236 | A | — | Mar 6, 2023 | Ordinary Shares | 3,236 | 3,236 | D |
| Employee Stock Option - Right to BuyF4,F8 | $55.84 | Feb 27, 2015 | A | 12,009 | A | — | Mar 5, 2024 | Ordinary Shares | 12,009 | 12,009 | D |
Explanation of responses
- F1On February 27, 2015 (the "Closing Date"), Mylan N.V. completed the transaction (the "Transaction") by which it acquired Mylan Inc. and Abbott Laboratories' ("Abbott") non-U.S. developed markets specialty and branded generics business (the "Business"). Pursuant to the terms of the Amended and Restated Business Transfer Agreement and Plan of Merger, dated as of November 4, 2014, by and among Mylan Inc., New Moon B.V. (which has been renamed Mylan N.V. and is referred to herein as "Mylan"), Moon of PA Inc. ("Merger Sub"), and Abbott, on the Closing Date, Mylan acquired the Business and Merger Sub merged with and into Mylan Inc., with Mylan Inc. surviving as a wholly owned indirect subsidiary of Mylan and each share of Mylan Inc. common stock issued and outstanding was cancelled and automatically converted into and became the right to receive one Mylan ordinary share (the "Merger"). (Continued in Footnote 2)
- F2In connection with the Transaction, Mylan Inc. and the Business have been reorganized under Mylan, a new public company organized in the Netherlands.
- F3Represents ordinary shares of Mylan acquired in connection with the Transaction on a one-for-one basis in exchange for shares of Mylan Inc. common stock. On the effective date of the Merger, the closing price of MYL was $57.33 per share.
- F4Received in exchange for, and having substantially the same terms as, stock options of Mylan Inc. common stock in connection with the Transaction.
- F5These options vested on March 2, 2014.
- F6These options vested on February 22, 2015.
- F7These options vest on March 6, 2016.
- F8These options vest in three equal annual installments beginning on March 5, 2015.