SEC Form 4 · accession 0001209191-15-008478
MYLAN INC. · MYL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jan 29, 2015 | M | 61,514 | $0.00 | A | 416,208 | D | |
| Common StockF2 | Jan 29, 2015 | A | 225,913 | $0.00 | A | 642,121 | D | |
| Common StockF3 | Jan 29, 2015 | F | 137,185 | $54.885 | D | 504,936 | D | |
| Common StockF4 | Jan 29, 2015 | M | 54,403 | $23.44 | A | 559,339 | D | |
| Common StockF5 | Jan 29, 2015 | M | 91,184 | $30.90 | A | 650,523 | D | |
| Common StockF6 | Jan 29, 2015 | F | 105,796 | $54.885 | D | 544,727 | D | |
| Common Stock | holding | — | — | — | 1,157 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF7 | $0.00 | Jan 29, 2015 | M | 61,514 | D | Jan 29, 2015 | — | Common Stock | 61,514 | 0 | D |
| Employee Stock Option - Right to Buy | $23.44 | Jan 29, 2015 | M | 54,403 | D | Jan 29, 2015 | Feb 22, 2022 | Common Stock | 54,403 | 121,603 | D |
| Employee Stock Option - Right to Buy | $30.90 | Jan 29, 2015 | M | 91,184 | D | Jan 29, 2015 | Mar 6, 2023 | Common Stock | 91,184 | 50,447 | D |
Explanation of responses
- F1Represents acquisition of shares of Mylan common stock upon vesting of RSUs.
- F2Represents acquisition of shares of Mylan common stock upon vesting of PRSUs. Each PRSU represents the right to receive shares of Mylan common stock. The PRSUs were granted on February 22, 2012, March 6, 2013 and March 5, 2014.
- F3Represents withholding of shares of Mylan common stock for the tax liability associated with the vesting of RSUs and PRSUs.
- F4Represents acquisition of Mylan common stock upon exercise of stock options granted on February 22, 2012.
- F5Represents acquisition of Mylan common stock upon exercise of stock options granted on March 6, 2013.
- F6Represents withholding of shares of Mylan common stock to satisfy the exercise price and tax liability associated with the exercise of stock options granted on February 22, 2012 and March 6, 2013.
- F7Each RSU represents the right to receive one share of Mylan common stock. The RSUs were granted on February 22, 2012, March 6, 2013 and March 5, 2014.
Remarks
The transactions described on this Form 4 are described in the proxy statement filed by Mylan Inc. ("Mylan") on December 24, 2014 and the Form 8-K filed by Mylan on November 5, 2014. In connection with the proposed acquisition (the "Transaction") by a new public company organized in the Netherlands of both Mylan and Abbott Laboratories' non-U.S. developed markets specialty and branded generics business, Mylan's Board of Directors determined, effective November 4, 2014, that the vesting of all unvested stock options, restricted stock units ("RSUs"), and performance restricted stock units ("PRSUs") granted to directors and executive officers as part of Mylan's ordinary course annual equity compensation program (other than incentive stock options and the options granted in 2014) would be accelerated prior to the Transaction.