SEC Form 4 · accession 0001209191-15-009188
MYLAN INC. · MYL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark W Parrish
Director
Period of report
Jan 30, 2015
Accepted (ET)
Feb 3, 2015 · 8:47 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000069499
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jan 30, 2015 | M | 12,147 | $14.27 | A | 41,807 | D | |
| Common StockF2 | Jan 30, 2015 | M | 2,709 | $20.52 | A | 44,516 | D | |
| Common StockF3 | Jan 30, 2015 | S | 14,856 | $53.7283 | D | 29,660 | D | |
| Common StockF2 | Feb 2, 2015 | M | 8,917 | $20.52 | A | 38,577 | D | |
| Common StockF4 | Feb 2, 2015 | M | 10,864 | $23.90 | A | 49,441 | D | |
| Common StockF5 | Feb 2, 2015 | M | 3,438 | $21.00 | A | 52,879 | D | |
| Common StockF6 | Feb 2, 2015 | S | 23,219 | $52.8739 | D | 29,660 | D | |
| Common StockF5 | Feb 3, 2015 | M | 9,720 | $21.00 | A | 39,380 | D | |
| Common StockF7 | Feb 3, 2015 | M | 6,623 | $31.63 | A | 46,003 | D | |
| Common StockF8 | Feb 3, 2015 | S | 16,343 | $53.0135 | D | 29,660 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Employee Director Stock Option - Right to BuyF9,F10 | $14.27 | Jan 30, 2015 | M | 12,147 | D | — | Sep 1, 2019 | Common Stock | 12,147 | 0 | D |
| Non-Employee Director Stock Option - Right to BuyF9,F11 | $20.52 | Jan 30, 2015 | M | 2,709 | D | — | May 14, 2020 | Common Stock | 2,709 | 8,917 | D |
| Non-Employee Director Stock Option - Right to BuyF9,F11 | $20.52 | Feb 2, 2015 | M | 8,917 | D | — | May 14, 2020 | Common Stock | 8,917 | 0 | D |
| Non-Employee Director Stock Option - Right to BuyF9,F12 | $23.90 | Feb 2, 2015 | M | 10,864 | D | — | May 6, 2021 | Common Stock | 10,864 | 0 | D |
| Non-Employee Director Stock Option - Right to BuyF9,F13 | $21.00 | Feb 2, 2015 | M | 3,438 | D | — | May 4, 2022 | Common Stock | 3,438 | 9,720 | D |
| Non-Employee Director Stock Option - Right to BuyF9,F13 | $21.00 | Feb 3, 2015 | M | 9,720 | D | — | May 4, 2022 | Common Stock | 9,720 | 0 | D |
| Non-Employee Director Stock Option - Right to BuyF9,F14 | $31.63 | Feb 3, 2015 | M | 6,623 | D | — | May 28, 2023 | Common Stock | 6,623 | 0 | D |
Explanation of responses
- F1Represents acquisition of Mylan common stock upon exercise of stock options granted on September 1, 2009.
- F10These options vested in full on September 1, 2010.
- F11These options vested in full on May 14, 2011.
- F12These options vested in full on May 6, 2012.
- F13These options vested in full on May 4, 2013.
- F14These options vested in full on May 28, 2014.
- F2Represents acquisition of Mylan common stock upon exercise of stock options granted on May 14, 2010.
- F3Represents the weighted average price of shares sold by the broker on behalf of certain non-employee directors and executive officers of Mylan on January 30, 2015. The broker sold, in the aggregate on behalf of such non-employee directors and executive officers, 403,595 shares in transactions ranging from $53.01 to $54.00 with a weighted average price of $53.5684 as well as 205,341 shares in transactions ranging from $54.005 to $54.25 with a weighted average price of $54.0425. The proceeds of all such sales were allocated to the applicable non-employee directors and executive officers on a pro rata basis based on the number of shares sold by such person.
- F4Represents acquisition of Mylan common stock upon exercise of stock options granted on May 6, 2011.
- F5Represents acquisition of Mylan common stock upon exercise of stock options granted on May 4, 2012.
- F6Represents the weighted average price of shares sold by the broker on behalf of certain non-employee directors and executive officers of Mylan on February 2, 2015. The broker sold, in the aggregate on behalf of such non-employee directors and executive officers, 937,763 shares in transactions ranging from $52.23 to $53.22 with a weighted average price of $52.8646 as well as 13,957 shares in transactions ranging from $53.23 to $53.745 with a weighted average price of $53.5027. The proceeds of all such sales were allocated to the applicable non-employee directors and executive officers on a pro rata basis based on the number of shares sold by such person.
- F7Represents acquisition of Mylan common stock upon exercise of stock options granted on May 28, 2013.
- F8Represents the weighted average price of shares sold by the broker on behalf of certain non-employee directors and executive officers of Mylan on February 3, 2015. The broker sold, in the aggregate on behalf of such non-employee directors and executive officers, 520,475 shares in transactions ranging from $52.50 to $53.25 with a weighted average price of $52.8739 as well as 149,400 shares at $53.50 and 1 share at $54.50. The proceeds of all such sales were allocated to the applicable non-employee directors and executive officers on a pro rata basis based on the number of shares sold by such person.
- F9This option exercise and the related sale of the underlying common stock were executed pursuant to a 10b5-1 trading plan dated November 9, 2014.
Remarks
As disclosed 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, the filing person has exercised the stock options shown on this Form 4 to mitigate the effects of the excise tax under Section 4985 of the Internal Revenue Code of 1986, as amended, 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 and has sold the shares reported on this Form 4 to mitigate the tax and other costs imposed as a result of such exercises and the Transaction.