SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Malik Rajiv

(Last)

(First)

(Middle)

1000 MYLAN BOULEVARD

(Street)

CANONSBURG

15317

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Viatris Inc [ VTRS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/02/2024		M		357,353	A	$0.00	1,008,849	D
Common Stock	03/02/2024		F		155,413⁽¹⁾	D	$12.59	853,436	D
Common Stock	03/02/2024		M		67,180	A	$0.00	920,616	D
Common Stock	03/02/2024		F		29,217⁽²⁾	D	$12.59	891,399	D
Common Stock	03/02/2024		M		8,883⁽³⁾	A	$0.00	900,282	D
Common Stock	03/02/2024		F		3,864⁽⁴⁾	D	$12.59	896,418	D
Common Stock	03/03/2024		M		81,762	A	$0.00	978,180	D
Common Stock	03/03/2024		F		35,559⁽⁵⁾	D	$12.59	942,621	D
Common Stock	03/03/2024		M		4,026⁽⁶⁾	A	$0.00	946,647	D
Common Stock	03/03/2024		F		1,751⁽⁷⁾	D	$12.59	944,896	D
Common Stock	03/04/2024		M		82,353	A	$0.00	1,027,249	D
Common Stock	03/04/2024		F		35,816⁽⁸⁾	D	$12.36	991,433	D
Common Stock	03/04/2024		M		7,161⁽⁹⁾	A	$0.00	998,594	D
Common Stock	03/04/2024		F		3,115⁽¹⁰⁾	D	$12.36	995,479	D
Common Stock								460,319	I	By Irrevocable Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Restricted Stock Units⁽¹¹⁾	$0.00	03/02/2024		A		357,353⁽¹¹⁾		⁽¹²⁾	⁽¹²⁾	Common Stock	357,353	$0.00	357,353	D
Performance Restricted Stock Units	$0.00	03/02/2024		M			357,353	⁽¹²⁾	⁽¹²⁾	Common Stock	357,353	$0.00	0	D
Restricted Stock Units	$0.00	03/02/2024		M			67,180	⁽¹³⁾	⁽¹³⁾	Common Stock	67,180	$0.00	0	D
Dividend Equivalent Units	$0.00	03/02/2024		M			8,882.3848⁽¹⁴⁾	⁽¹⁵⁾	⁽¹⁵⁾	Common Stock	8,882.3848	$0.00	0	D
Restricted Stock Units	$0.00	03/03/2024		M			81,762	⁽¹⁶⁾	⁽¹⁶⁾	Common Stock	81,762	$0.00	163,522	D
Dividend Equivalent Units	$0.00	03/03/2024		M			4,025.2074⁽¹⁴⁾	⁽¹⁷⁾	⁽¹⁷⁾	Common Stock	4,025.2074	$0.00	8,052⁽¹⁴⁾	D
Restricted Stock Units	$0.00	03/04/2024		M			82,353	⁽¹⁸⁾	⁽¹⁸⁾	Common Stock	82,353	$0.00	82,353	D
Dividend Equivalent Units	$0.00	03/04/2024		M			7,160.2231⁽¹⁴⁾	⁽¹⁹⁾	⁽¹⁹⁾	Common Stock	7,160.2231	$0.00	7,161⁽¹⁴⁾	D

Explanation of Responses:

1. Represents withholding of shares of common stock for the tax liability associated with the vesting and settlement of the performance restricted stock units (PRSUs) granted on March 2, 2021.

2. Represents withholding of shares of common stock for the tax liability associated with the vesting and settlement of a portion of the restricted stock units (RSUs) granted on March 2, 2021.

3. Fractional shares have been rounded up in connection with the settlement described in footnote 15 pursuant to the terms of the RSU award agreement under the Viatris Inc. 2020 Stock Incentive Plan.

4. Represents withholding of shares of common stock for the tax liability associated with the vesting and settlement of a portion of the dividend equivalent units (DEUs) that accrued with respect to the RSUs previously granted on March 2, 2021.

5. Represents withholding of shares of common stock for the tax liability associated with the vesting and settlement of a portion of the RSUs granted on March 3, 2023.

6. Fractional shares have been rounded up in connection with the settlement described in footnote 17 pursuant to the terms of the RSU award agreement under the Viatris Inc. 2020 Stock Incentive Plan.

7. Represents withholding of shares of common stock for the tax liability associated with the vesting and settlement of a portion of the DEUs that accrued with respect to the RSUs previously granted on March 3, 2023.

8. Represents withholding of shares of common stock for the tax liability associated with the vesting and settlement of a portion of the RSUs granted on March 4, 2022.

9. Fractional shares have been rounded up in connection with the settlement described in footnote 19 pursuant to the terms of the RSU award agreement under the Viatris Inc. 2020 Stock Incentive Plan.

10. Represents withholding of shares of common stock for the tax liability associated with the vesting and settlement of a portion of the DEUs that accrued with respect to the RSUs previously granted on March 4, 2022.

11. Amount includes DEUs that accrued with respect to the PRSUs previously granted on March 2, 2021 and vest on the same schedule as the underlying PRSUs. Fractional shares with respect to such DEUs were rounded up pursuant to the terms of the PRSU award agreement under the Viatris Inc. 2020 Stock Incentive Plan.

12. Each PRSU represents the right to receive one share of common stock of Viatris Inc. (Viatris). The PRSUs were initially granted on March 2, 2021, subject to the attainment of previously established three-year performance goals and a vesting period. The PRSUs vested on March 2, 2024.

13. Each RSU represents the right to receive one share of common stock of Viatris. 67,180 of the RSUs granted on March 2, 2021 vested on each of March 2, 2022, March 2, 2023 and March 2, 2024.

14. Amount represents DEUs that accrued with respect to such RSUs in transactions exempt from Section 16 under Rule 16a-11.

15. Represents DEUs that accrued with respect to the RSUs previously granted on March 2, 2021 and vest on the same schedule as the underlying RSUs.

16. Each RSU represents the right to receive one share of common stock of Viatris. 81,762 of the RSUs granted on March 3, 2023 vested on March 3, 2024, and 81,761 will vest on each of March 3, 2025 and March 3, 2026.

17. Represents DEUs that accrued with respect to the RSUs previously granted on March 3, 2023 and vest on the same schedule as the underlying RSUs.

18. Each RSU represents the right to receive one share of common stock of Viatris. 82,353 of the RSUs granted on March 4, 2022 vested on each of March 4, 2023 and March 4, 2024 and 82,353 will vest on March 4, 2025.

19. Represents DEUs that accrued with respect to the RSUs previously granted on March 4, 2022 and vest on the same schedule as the underlying RSUs.

	/s/ Kevin Macikowski, by power of attorney	03/05/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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