SEC Form 4 · accession 0001209191-15-009196
MYLAN INC. · MYL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Neil F Dimick
Director
Period of report
Jan 30, 2015
Accepted (ET)
Feb 3, 2015 · 8:55 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 | 5,400 | $21.00 | A | 43,987 | D | |
| Common StockF2 | Jan 30, 2015 | S | 5,400 | $53.7283 | D | 38,587 | D | |
| Common StockF1 | Feb 2, 2015 | M | 7,758 | $21.00 | A | 46,345 | D | |
| Common StockF3 | Feb 2, 2015 | M | 682 | $31.63 | A | 47,027 | D | |
| Common StockF4 | Feb 2, 2015 | S | 8,440 | $52.8739 | D | 38,587 | D | |
| Common StockF3 | Feb 3, 2015 | M | 5,941 | $31.63 | A | 44,528 | D | |
| Common StockF5 | Feb 3, 2015 | S | 5,941 | $53.0135 | D | 38,587 | 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 BuyF6,F7 | $21.00 | Jan 30, 2015 | M | 5,400 | D | — | May 4, 2022 | Common Stock | 5,400 | 7,758 | D |
| Non-Employee Director Stock Option - Right to BuyF6,F7 | $21.00 | Feb 2, 2015 | M | 7,758 | D | — | May 4, 2022 | Common Stock | 7,758 | 0 | D |
| Non-Employee Director Stock Option - Right to BuyF6,F8 | $31.63 | Feb 2, 2015 | M | 682 | D | — | May 28, 2023 | Common Stock | 682 | 5,941 | D |
| Non-Employee Director Stock Option - Right to BuyF6,F8 | $31.63 | Feb 3, 2015 | M | 5,941 | D | — | May 28, 2023 | Common Stock | 5,941 | 0 | D |
Explanation of responses
- F1Represents acquisition of Mylan common stock upon exercise of stock options granted on May 4, 2012.
- F2Represents 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.
- F3Represents acquisition of Mylan common stock upon exercise of stock options granted on May 28, 2013.
- F4Represents 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.
- F5Represents 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.
- F6This option exercise and the related sale of the underlying common stock were executed pursuant to a 10b5-1 trading plan dated November 9, 2014.
- F7These options vested in full on May 4, 2013.
- F8These options vested in full on May 28, 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.