SEC Form 4 · accession 0001209191-15-019896
MYLAN INC. · MYL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John D Sheehan
Officer — EVP and CFO
Period of report
Feb 27, 2015
Accepted (ET)
Feb 27, 2015 · 6:37 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,F2,F3 | Feb 27, 2015 | D | 138,318 | — | D | 0 | D |
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 BuyF4,F5 | $22.66 | Feb 27, 2015 | D | 13,239 | D | — | Mar 2, 2021 | Common Stock | 13,239 | 0 | D |
| Employee Stock Option - Right to BuyF4,F6 | $23.44 | Feb 27, 2015 | D | 4,266 | D | — | Feb 22, 2022 | Common Stock | 4,266 | 0 | D |
| Employee Stock Option - Right to BuyF4,F7 | $30.90 | Feb 27, 2015 | D | 3,236 | D | — | Mar 6, 2023 | Common Stock | 3,236 | 0 | D |
| Employee Stock Option - Right to BuyF4,F8 | $55.84 | Feb 27, 2015 | D | 17,740 | D | — | Mar 5, 2024 | Common Stock | 17,740 | 0 | D |
Explanation of responses
- F1On February 27, 2015 (the "Closing Date"), Mylan N.V. completed the transaction (the "Transaction") by which it acquired Mylan Inc. and Abbott Laboratories' ("Abbott") non-U.S. developed markets specialty and branded generics business (the "Business"). Pursuant to the terms of the Amended and Restated Business Transfer Agreement and Plan of Merger, dated as of November 4, 2014, by and among Mylan Inc., New Moon B.V. (which has been renamed Mylan N.V. and is referred to herein as "Mylan"), Moon of PA Inc. ("Merger Sub"), and Abbott, on the Closing Date, Mylan acquired the Business and Merger Sub merged with and into Mylan Inc., with Mylan Inc. surviving as a wholly owned indirect subsidiary of Mylan and each share of Mylan Inc. common stock issued and outstanding was cancelled and automatically converted into and became the right to receive one Mylan ordinary share (the "Merger"). (Continued in Footnote 2)
- F2In connection with the Transaction, Mylan Inc. and the Business have been reorganized under Mylan, a new public company organized in the Netherlands. This report is being filed by the reporting person solely to report the disposition of shares of Mylan Inc. common stock in connection with the Transaction. The reporting person will file a separate Form 4 to reflect the corresponding acquisition of securities of Mylan in connection with the Transaction.
- F3Represents shares of Mylan Inc. common stock that were exchanged on a one-for-one basis for Mylan ordinary shares in connection with the Transaction. On the effective date of the Merger, the closing price of MYL was $57.33 per share.
- F4Represents stock options of Mylan Inc. common stock that were exchanged for stock options of Mylan ordinary shares having substantially the same terms in connection with the Transaction.
- F5These options vested on March 2, 2014.
- F6These options vested on February 22, 2015.
- F7These options vest on March 6, 2016.
- F8These options vest in three equal annual installments beginning on March 5, 2015.