Statement of Changes in Beneficial Ownership (4)
March 05 2019 - 6:16PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
BRESCH HEATHER M
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2. Issuer Name
and
Ticker or Trading Symbol
Mylan N.V.
[
MYL
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Executive Officer
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(Last)
(First)
(Middle)
BUILDING 4, TRIDENT PLACE, MOSQUITO WAY
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/1/2019
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(Street)
HATFIELD, HERTFORDSHIRE, X0 AL10 9UL
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Ordinary Shares
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3/1/2019
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D
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378071
(1)
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D
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$0.00
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362011
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D
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Ordinary Shares
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3/2/2019
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M
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22212
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A
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$0.00
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384223
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D
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Ordinary Shares
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3/2/2019
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F
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9862
(2)
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D
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$27.45
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374361
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D
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Ordinary Shares
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3/3/2019
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M
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20142
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A
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$0.00
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394503
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D
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Ordinary Shares
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3/3/2019
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F
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8943
(3)
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D
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$27.45
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385560
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D
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Ordinary Shares
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1157
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I
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By 401(k) Plan
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Ordinary Shares
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115178
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I
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By Grantor Retained Annuity Trust
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee Stock Option-Right to Buy
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$27.45
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3/1/2019
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A
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91384
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(4)
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3/1/2029
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Ordinary Shares
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91384
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$0.00
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91384
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D
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Restricted Stock Units
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$0.00
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3/1/2019
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A
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153006
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(5)
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(5)
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Ordinary Shares
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153006
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$0.00
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153006
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D
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Restricted Stock Units
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$0.00
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3/2/2019
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M
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22212
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(6)
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(6)
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Ordinary Shares
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22212
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$0.00
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44423
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D
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Restricted Stock Units
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$0.00
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3/3/2019
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M
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20142
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(7)
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(7)
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Ordinary Shares
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20142
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$0.00
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20141
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D
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Explanation of Responses:
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(1)
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Represents forfeiture of unvested restricted ordinary shares received under the One-Time Special Performance-Based Five-Year Realizable Value Incentive Program as a result of the applicable performance conditions not having been met.
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(2)
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Represents withholding of ordinary shares for the tax liability associated with the vesting and settlement of a portion of the restricted stock units (RSUs) granted on March 2, 2018.
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(3)
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Represents withholding of ordinary shares for the tax liability associated with the vesting and settlement of a portion of the RSUs granted on March 3, 2017.
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(4)
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30,462 of the options will vest on March 2, 2020, and 30,461 will vest on each of March 2, 2021 and March 2, 2022. The options expire on March 1, 2029.
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(5)
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Each RSU represents the right to receive one ordinary share of Mylan N.V. The RSUs vest in three equal annual installments beginning on March 2, 2020.
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(6)
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Each RSU represents the right to receive one ordinary share of Mylan N.V. 22,212 of the RSUs granted on March 2, 2018 vested on March 2, 2019, 22,211 will vest on March 2, 2020, and 22,212 will vest on March 2, 2021.
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(7)
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Each RSU represents the right to receive one ordinary share of Mylan N.V. 20,142 of the RSUs granted on March 3, 2017 vested on March 3, 2018, 20,142 vested on March 3, 2019, and 20,141 will vest on March 3, 2020.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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BRESCH HEATHER M
BUILDING 4, TRIDENT PLACE, MOSQUITO WAY
HATFIELD, HERTFORDSHIRE, X0 AL10 9UL
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X
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Chief Executive Officer
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Signatures
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/s/ Kevin Macikowski, by power of attorney
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3/5/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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