SEC Form 4 · accession 0001209191-15-009193
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 30, 2015 | M | 10,000 | $22.00 | A | 43,500 | D | |
| Common StockF2 | Jan 30, 2015 | M | 7,000 | $15.80 | A | 50,500 | D | |
| Common StockF3 | Jan 30, 2015 | S | 17,000 | $53.7283 | D | 33,500 | D | |
| Common StockF2 | Feb 2, 2015 | M | 3,000 | $15.80 | A | 36,500 | D | |
| Common StockF4 | Feb 2, 2015 | M | 11,626 | $20.52 | A | 48,126 | D | |
| Common StockF5 | Feb 2, 2015 | M | 10,864 | $23.90 | A | 58,990 | D | |
| Common StockF6 | Feb 2, 2015 | M | 1,080 | $21.00 | A | 60,070 | D | |
| Common StockF7 | Feb 2, 2015 | S | 26,570 | $52.8739 | D | 33,500 | D | |
| Common StockF6 | Feb 3, 2015 | M | 12,078 | $21.00 | A | 45,578 | D | |
| Common StockF8 | Feb 3, 2015 | M | 6,623 | $31.63 | A | 52,201 | D | |
| Common StockF9 | Feb 3, 2015 | S | 18,701 | $53.0135 | D | 33,500 | 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 BuyF10,F11 | $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 BuyF10,F12 | $15.80 | Jan 30, 2015 | M | 7,000 | D | — | Jul 27, 2017 | Common Stock | 7,000 | 3,000 | D |
| Non-Employee Director Stock Option - Right to BuyF10,F12 | $15.80 | Feb 2, 2015 | M | 3,000 | D | — | Jul 27, 2017 | Common Stock | 3,000 | 0 | D |
| Non-Employee Director Stock Option - Right to BuyF10,F13 | $20.52 | Feb 2, 2015 | M | 11,626 | D | — | May 14, 2020 | Common Stock | 11,626 | 0 | D |
| Non-Employee Director Stock Option - Right to BuyF10,F14 | $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 BuyF10,F15 | $21.00 | Feb 2, 2015 | M | 1,080 | D | — | May 4, 2022 | Common Stock | 1,080 | 12,078 | D |
| Non-Employee Director Stock Option - Right to BuyF10,F15 | $21.00 | Feb 3, 2015 | M | 12,078 | D | — | May 4, 2022 | Common Stock | 12,078 | 0 | D |
| Non-Employee Director Stock Option - Right to BuyF10,F16 | $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 July 28, 2006.
- F10This option exercise and the related sale of the underlying common stock were executed pursuant to a 10b5-1 trading plan dated November 9, 2014.
- F11These options vested in full on July 28, 2006.
- F12These options vested in full on July 27, 2007.
- F13These options vested in full on May 14, 2011.
- F14These options vested in full on May 6, 2012.
- F15These options vested in full on May 4, 2013.
- F16These options vested in full on May 28, 2014.
- F2Represents acquisition of Mylan common stock upon exercise of stock options granted on July 27, 2007.
- 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 14, 2010.
- F5Represents acquisition of Mylan common stock upon exercise of stock options granted on May 6, 2011.
- F6Represents acquisition of Mylan common stock upon exercise of stock options granted on May 4, 2012.
- F7Represents 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.
- F8Represents acquisition of Mylan common stock upon exercise of stock options granted on May 28, 2013.
- F9Represents 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.
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.