0000899243-20-031566.txt : 20201118 0000899243-20-031566.hdr.sgml : 20201118 20201118194837 ACCESSION NUMBER: 0000899243-20-031566 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20201116 FILED AS OF DATE: 20201118 DATE AS OF CHANGE: 20201118 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Campbell Paul CENTRAL INDEX KEY: 0001657568 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39695 FILM NUMBER: 201326703 MAIL ADDRESS: STREET 1: BUILDING 4, TRIDENT PLACE STREET 2: MOSQUITO WAY CITY: HATFIELD, HERTFORDSHIRE STATE: X0 ZIP: AL10 9UL ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Viatris Inc CENTRAL INDEX KEY: 0001792044 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 834364296 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1000 MYLAN BOULEVARD CITY: CANONSBURG STATE: PA ZIP: 15317 BUSINESS PHONE: (724) 514-1465 MAIL ADDRESS: STREET 1: 1000 MYLAN BOULEVARD CITY: CANONSBURG STATE: PA ZIP: 15317 FORMER COMPANY: FORMER CONFORMED NAME: Upjohn Inc DATE OF NAME CHANGE: 20191023 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2020-11-16 0 0001792044 Viatris Inc VTRS 0001657568 Campbell Paul 1000 MYLAN BOULEVARD CANONSBURG PA 15317 0 1 0 0 See Remarks Common Stock 2020-11-16 4 A 0 30336 A 30420 D Common Stock 2020-11-16 4 A 0 318 A 318 I By 401(k) Plan Common Stock 2020-11-16 4 A 0 508 A 508 I By Spouse Employee Stock Option - Right to Buy 22.66 2020-11-16 4 A 0 9791 A 2021-03-02 Common Stock 9791 9791 D Employee Stock Option - Right to Buy 22.66 2020-11-16 4 A 0 1337 A 2021-03-02 Common Stock 1337 1337 I By Spouse Employee Stock Option - Right to Buy 23.44 2020-11-16 4 A 0 11057 A 2022-02-22 Common Stock 11057 11057 D Employee Stock Option - Right to Buy 30.90 2020-11-16 4 A 0 4164 A 2023-03-06 Common Stock 4164 4164 D Employee Stock Option - Right to Buy 55.84 2020-11-16 4 A 0 2103 A 2024-03-05 Common Stock 2103 2103 D Employee Stock Option - Right to Buy 55.61 2020-11-16 4 A 0 2059 A 2025-03-04 Common Stock 2059 2059 D Employee Stock Option - Right to Buy 46.27 2020-11-16 4 A 0 4181 A 2026-02-17 Common Stock 4181 4181 D Employee Stock Option - Right to Buy 45.18 2020-11-16 4 A 0 4392 A 2027-03-03 Common Stock 4392 4392 D Employee Stock Option - Right to Buy 40.97 2020-11-16 4 A 0 9681 A 2028-03-02 Common Stock 9681 9681 D Employee Stock Option - Right to Buy 40.97 2020-11-16 4 A 0 612 A 2028-03-02 Common Stock 612 612 I By Spouse Restricted Stock Units 0.00 2020-11-16 4 A 0 1980 A Common Stock 1980 1980 D Restricted Stock Units 0.00 2020-11-16 4 A 0 167 A Common Stock 167 167 I By Spouse Restricted Stock Units 0.00 2020-11-16 4 A 0 9900 A Common Stock 9900 9900 D Restricted Stock Units 0.00 2020-11-16 4 A 0 501 A Common Stock 501 501 I By Spouse Employee Stock Option - Right to Buy 27.45 2020-11-16 4 A 0 7398 A 2029-03-01 Common Stock 7398 7398 D Employee Stock Option - Right to Buy 27.45 2020-11-16 4 A 0 460 A 2029-03-01 Common Stock 460 460 I By Spouse Restricted Stock Units 0.00 2020-11-16 4 A 0 8258 A Common Stock 8258 8258 D Restricted Stock Units 0.00 2020-11-16 4 A 0 770 A Common Stock 770 770 I By Spouse Restricted Stock Units 0.00 2020-11-16 4 A 0 15483 A Common Stock 15483 15483 D Restricted Stock Units 0.00 2020-11-16 4 A 0 577 A Common Stock 577 577 I By Spouse Employee Stock Option - Right to Buy 17.48 2020-11-16 4 A 0 11071 A 2030-03-02 Common Stock 11071 11071 D Employee Stock Option - Right to Buy 17.48 2020-11-16 4 A 0 669 A 2030-03-02 Common Stock 669 669 I By Spouse Restricted Stock Units 0.00 2020-11-16 4 A 0 20595 A Common Stock 20595 20595 D Restricted Stock Units 0.00 2020-11-16 4 A 0 1866 A Common Stock 1866 1866 I By Spouse Restricted Stock Units 0.00 2020-11-16 4 A 0 25744 A Common Stock 25744 25744 D Restricted Stock Units 0.00 2020-11-16 4 A 0 933 A Common Stock 933 933 I By Spouse On November 16, 2020, Mylan N.V. ("Mylan") completed the transaction pursuant to which Mylan combined with Pfizer Inc.'s ("Pfizer") Upjohn business (the "Upjohn Business") in a Reverse Morris Trust transaction (the "Combination") and Upjohn Inc. ("Upjohn") became the parent entity of the combined Upjohn Business and Mylan business and was renamed "Viatris Inc." ("Viatris"). Pursuant to the terms of the Business Combination Agreement (as amended), dated July 29, 2019, by and among Mylan, Pfizer, Upjohn and certain other affiliated entities, Upjohn and Mylan effected the Combination through a series of transactions, including that each holder of Mylan ordinary shares received one share of Viatris common stock for each Mylan ordinary share held by such holder (subject to any required withholding tax). Represents shares of Viatris common stock acquired in connection with the Combination on a one-for-one basis in exchange for ordinary shares of Mylan. On the effective date of the Combination, the closing price of a Mylan ordinary share was $15.85 per share. Includes 84 shares of common stock acquired in the distribution on November 16, 2020 by Pfizer to its stockholders of all of the issued and outstanding shares of Upjohn common stock held by Pfizer by way of pro rata dividend. Received in exchange for, and having substantially the same terms as, stock options to acquire Mylan ordinary shares in connection with the Combination. These options vested on March 2, 2014. These options vested on February 27, 2015. These options vested on February 22, 2015. These options vested on March 6, 2016. These options vested on March 5, 2017. These options vested on March 4, 2018. These options vested on February 17, 2019. These options vested on March 3, 2020. One-third of these options vested on each of March 2, 2019 and March 2, 2020 and one-third will vest on March 2, 2021. Received in exchange for, and having substantially the same terms as, restricted stock units ("RSUs") of Mylan in connection with the Combination. Each RSU represents the right to receive one share of common stock of Viatris. The RSUs will vest on March 2, 2021. Received in exchange for, and having substantially the same terms as (other than no longer being subject to the performance-based vesting conditions), performance restricted stock units of Mylan in connection with the Combination. One-third of these options vested on March 2, 2020 and one-third will vest on each of March 2, 2021 and March 2, 2022. 154 of these options vested on March 2, 2020 and 153 will vest on each of March 2, 2021 and March 2, 2022. Each RSU represents the right to receive one share of common stock of Viatris. 4,129 of the RSUs will vest on each of March 2, 2021 and March 2, 2022. Each RSU represents the right to receive one share of common stock of Viatris. 385 of the RSUs will vest on each of March 2, 2021 and March 2, 2022. Each RSU represents the right to receive one share of common stock of Viatris. The RSUs will vest on March 2, 2022. 3,691 of these options will vest on March 2, 2021 and 3,690 will vest on each of March 2, 2022 and March 2, 2023. These options will vest in three equal annual installments beginning on March 2, 2021. Each RSU represents the right to receive one share of common stock of Viatris. The RSUs will vest in three equal annual installments beginning on March 2, 2021. Each RSU represents the right to receive one share of common stock of Viatris. The RSUs will vest on March 2, 2023. Chief Accounting Officer & Corporate Controller /s/ Kevin Macikowski, by power of attorney 2020-11-18