SEC Form 4 · accession 0001209191-15-009192
MYLAN INC. · MYL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Randall L Vanderveen
Director
Period of report
Jan 30, 2015
Accepted (ET)
Feb 3, 2015 · 8:51 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 | 10,000 | $20.86 | A | 45,787 | D | |
| Common StockF2 | Jan 30, 2015 | M | 10,000 | $22.00 | A | 55,787 | D | |
| Common StockF3 | Jan 30, 2015 | M | 9,088 | $15.80 | A | 64,875 | D | |
| Common StockF4 | Jan 30, 2015 | S | 29,088 | $53.7283 | D | 35,787 | D | |
| Common StockF3 | Feb 2, 2015 | M | 912 | $15.80 | A | 36,699 | D | |
| Common StockF5 | Feb 2, 2015 | M | 19,994 | $12.96 | A | 56,693 | D | |
| Common StockF6 | Feb 2, 2015 | M | 14,286 | $13.43 | A | 70,979 | D | |
| Common StockF7 | Feb 2, 2015 | M | 10,271 | $20.52 | A | 81,250 | D | |
| Common StockF8 | Feb 2, 2015 | S | 45,463 | $52.8739 | D | 35,787 | D | |
| Common StockF7 | Feb 3, 2015 | M | 1,355 | $20.52 | A | 37,142 | D | |
| Common StockF9 | Feb 3, 2015 | M | 10,864 | $23.90 | A | 48,006 | D | |
| Common StockF10 | Feb 3, 2015 | M | 13,158 | $21.00 | A | 61,164 | D | |
| Common StockF11 | Feb 3, 2015 | M | 6,623 | $31.63 | A | 67,787 | D | |
| Common StockF12 | Feb 3, 2015 | S | 32,000 | $53.0135 | D | 35,787 | 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 BuyF13,F14 | $20.86 | Jan 30, 2015 | M | 10,000 | D | — | Nov 28, 2015 | Common Stock | 10,000 | 0 | D |
| Non-Employee Director Stock Option - Right to BuyF13,F15 | $22.00 | Jan 30, 2015 | M | 10,000 | D | — | Jul 28, 2016 | Common Stock | 10,000 | 0 | D |
| Non-Employee Director Stock Option - Right to BuyF13,F16 | $15.80 | Jan 30, 2015 | M | 9,088 | D | — | Jul 27, 2017 | Common Stock | 9,088 | 912 | D |
| Non-Employee Director Stock Option - Right to BuyF13,F16 | $15.80 | Feb 2, 2015 | M | 912 | D | — | Jul 27, 2017 | Common Stock | 912 | 0 | D |
| Non-Employee Director Stock Option - Right to BuyF13,F17 | $12.96 | Feb 2, 2015 | M | 19,994 | D | — | Apr 25, 2018 | Common Stock | 19,994 | 0 | D |
| Non-Employee Director Stock Option - Right to BuyF13,F18 | $13.43 | Feb 2, 2015 | M | 14,286 | D | — | May 7, 2019 | Common Stock | 14,286 | 0 | D |
| Non-Employee Director Stock Option - Right to BuyF13,F19 | $20.52 | Feb 2, 2015 | M | 10,271 | D | — | May 14, 2020 | Common Stock | 10,271 | 1,355 | D |
| Non-Employee Director Stock Option - Right to BuyF13,F19 | $20.52 | Feb 3, 2015 | M | 1,355 | D | — | May 14, 2020 | Common Stock | 1,355 | 0 | D |
| Non-Employee Director Stock Option - Right to BuyF13,F20 | $23.90 | Feb 3, 2015 | M | 10,864 | D | — | May 6, 2021 | Common Stock | 10,864 | 0 | D |
| Non-Employee Director Stock Option - Right to BuyF13,F21 | $21.00 | Feb 3, 2015 | M | 13,158 | D | — | May 4, 2022 | Common Stock | 13,158 | 0 | D |
| Non-Employee Director Stock Option - Right to BuyF13,F22 | $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 November 28, 2005.
- F10Represents acquisition of Mylan common stock upon exercise of stock options granted on May 4, 2012.
- F11Represents acquisition of Mylan common stock upon exercise of stock options granted on May 28, 2013.
- F12Represents 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.
- F13This option exercise and the related sale of the underlying common stock were executed pursuant to a 10b5-1 trading plan dated November 9, 2014.
- F14These options vested in full on November 28, 2005.
- F15These options vested in full on July 28, 2006.
- F16These options vested in full on July 27, 2007.
- F17These options vested in full on April 25, 2009.
- F18These options vested in full on May 7, 2010.
- F19These options vested in full on May 14, 2011.
- F2Represents acquisition of Mylan common stock upon exercise of stock options granted on July 28, 2006.
- F20These options vested in full on May 6, 2012.
- F21These options vested in full on May 4, 2013.
- F22These options vested in full on May 28, 2014.
- F3Represents acquisition of Mylan common stock upon exercise of stock options granted on July 27, 2007.
- F4Represents 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.
- F5Represents acquisition of Mylan common stock upon exercise of stock options granted on April 25, 2008.
- F6Represents acquisition of Mylan common stock upon exercise of stock options granted on May 7, 2009.
- F7Represents acquisition of Mylan common stock upon exercise of stock options granted on May 14, 2010.
- 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 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.
- F9Represents acquisition of Mylan common stock upon exercise of stock options granted on May 6, 2011.
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.