SEC Form 4 · accession 0001209191-15-009197
MYLAN INC. · MYL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Heather M Bresch
Officer — Chief Executive Officer · 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 | 112,475 | $21.13 | A | 657,202 | D | |
| Common StockF2 | Jan 30, 2015 | S | 112,475 | $53.7283 | D | 544,727 | D | |
| Common StockF1 | Feb 2, 2015 | M | 15,551 | $21.13 | A | 560,278 | D | |
| Common StockF3 | Feb 2, 2015 | M | 119,422 | $22.66 | A | 679,700 | D | |
| Common StockF4 | Feb 2, 2015 | M | 40,817 | $23.44 | A | 720,517 | D | |
| Common StockF5 | Feb 2, 2015 | S | 175,790 | $52.8739 | D | 544,727 | D | |
| Common StockF4 | Feb 3, 2015 | M | 76,520 | $23.44 | A | 621,247 | D | |
| Common StockF6 | Feb 3, 2015 | M | 47,211 | $30.90 | A | 668,458 | D | |
| Common StockF7 | Feb 3, 2015 | S | 123,731 | $53.0135 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option - Right to BuyF8,F9 | $21.13 | Jan 30, 2015 | M | 112,475 | D | — | Mar 3, 2020 | Common Stock | 112,475 | 29,747 | D |
| Employee Stock Option - Right to BuyF8,F9 | $21.13 | Feb 2, 2015 | M | 15,551 | D | — | Mar 3, 2020 | Common Stock | 15,551 | 14,196 | D |
| Employee Stock Option - Right to BuyF8,F10 | $22.66 | Feb 2, 2015 | M | 119,422 | D | — | Mar 2, 2021 | Common Stock | 119,422 | 4,413 | D |
| Employee Stock Option - Right to BuyF8,F11 | $23.44 | Feb 2, 2015 | M | 40,817 | D | — | Feb 22, 2022 | Common Stock | 40,817 | 80,786 | D |
| Employee Stock Option - Right to BuyF8,F11 | $23.44 | Feb 3, 2015 | M | 76,520 | D | — | Feb 22, 2022 | Common Stock | 76,520 | 4,266 | D |
| Employee Stock Option - Right to BuyF8,F12 | $30.90 | Feb 3, 2015 | M | 47,211 | D | — | Mar 6, 2023 | Common Stock | 47,211 | 3,236 | D |
Explanation of responses
- F1Represents acquisition of Mylan common stock upon exercise of stock options granted on March 3, 2010.
- F10These options vested in three equal installments on March 2, 2012, 2013, and 2014.
- F11Two-thirds of the options vested in equal installments on February 22, 2013 and 2014.
- F12One-third of the options vested on March 6, 2014.
- 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 March 2, 2011.
- F4Represents acquisition of Mylan common stock upon exercise of stock options granted on February 22, 2012.
- 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 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.
- F6Represents acquisition of Mylan common stock upon exercise of stock options granted on March 6, 2013.
- 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 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.
- F8This option exercise and the related sale of the underlying common stock were executed pursuant to a 10b5-1 trading plan dated November 9, 2014.
- F9These options vested in three equal installments on March 3, 2011, 2012, and 2013.
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.