Form 4 - Statement of changes in beneficial ownership of securities

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^*

Ni Xiangyang (Sean)

(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)

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

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		17,011	A	$0.00	81,669	D
Common Stock	03/02/2024		M		7,195	A	$0.00	88,864	D
Common Stock	03/02/2024		M		952⁽¹⁾	A	$0.00	89,816	D
Common Stock	03/03/2024		M		13,627	A	$0.00	103,443	D
Common Stock	03/03/2024		M		671⁽²⁾	A	$0.00	104,114	D
Common Stock	03/04/2024		M		7,564	A	$0.00	111,678	D
Common Stock	03/04/2024		M		658⁽³⁾	A	$0.00	112,336	D
Common Stock	03/04/2024		S		17,755⁽⁴⁾	D	$12.5394⁽⁵⁾	94,581	D
Common Stock	03/04/2024		S		3,777⁽⁴⁾	D	$12.3582⁽⁶⁾	90,804	D

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⁽⁷⁾	$0.00	03/02/2024		A		17,011⁽⁷⁾		⁽⁸⁾	⁽⁸⁾	Common Stock	17,011	$0.00	17,011	D
Performance Restricted Stock Units	$0.00	03/02/2024		M			17,011	⁽⁸⁾	⁽⁸⁾	Common Stock	17,011	$0.00	0	D
Restricted Stock Units	$0.00	03/02/2024		M			7,195	⁽⁹⁾	⁽⁹⁾	Common Stock	7,195	$0.00	0	D
Dividend Equivalent Units	$0.00	03/02/2024		M			951.2812⁽¹⁰⁾	⁽¹¹⁾	⁽¹¹⁾	Common Stock	951.2812	$0.00	0	D
Restricted Stock Units	$0.00	03/03/2024		M			13,627	⁽¹²⁾	⁽¹²⁾	Common Stock	13,627	$0.00	27,254	D
Dividend Equivalent Units	$0.00	03/03/2024		M			670.8843⁽¹⁰⁾	⁽¹³⁾	⁽¹³⁾	Common Stock	670.8843	$0.00	1,342⁽¹⁰⁾	D
Restricted Stock Units	$0.00	03/04/2024		M			7,564	⁽¹⁴⁾	⁽¹⁴⁾	Common Stock	7,564	$0.00	7,564	D
Dividend Equivalent Units	$0.00	03/04/2024		M			657.6525⁽¹⁰⁾	⁽¹⁵⁾	⁽¹⁵⁾	Common Stock	657.6525	$0.00	658⁽¹⁰⁾	D
Restricted Stock Units	$0.00	03/04/2024		A		37,945		⁽¹⁶⁾	⁽¹⁶⁾	Common Stock	37,945	$0.00	37,945	D

Explanation of Responses:

1. Fractional shares have been rounded up in connection with the settlement described in footnote 11 pursuant to the terms of the restricted stock unit (RSU) award agreement under the Viatris Inc. 2020 Stock Incentive Plan.

2. Fractional shares have been rounded up in connection with the settlement described in footnote 13 pursuant to the terms of the RSU award agreement under the Viatris Inc. 2020 Stock Incentive Plan.

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. Shares sold to satisfy the tax liability associated with the vesting and settlement of the performance restricted stock units (PRSUs) granted on March 2, 2021, the RSUs granted on March 2, 2021, the RSUs granted on March 4, 2022, the RSUs granted on March 3, 2023 and each such grant's related dividend equivalent units (DEUs).

5. Represents the weighted average price of the reporting person's disposition of 17,755 shares of common stock in transactions ranging from $12.375 to $12.59. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of common stock sold at each separate price within the range set forth in this footnote.

6. Represents the weighted average price of the reporting person's disposition of 3,777 shares of common stock in transactions ranging from $12.27 to $12.36. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of common stock sold at each separate price within the range set forth in this footnote.

7. 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.

8. 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.

9. Each RSU represents the right to receive one share of common stock of Viatris. 7,195 of the RSUs granted on March 2, 2021 vested on each of March 2, 2022, March 2, 2023 and March 2, 2024.

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

11. 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.

12. Each RSU represents the right to receive one share of common stock of Viatris. 13,627 of the RSUs granted on March 3, 2023 vested on March 3, 2024, and 13,627 will vest on each of March 3, 2025 and March 3, 2026.

13. 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.

14. Each RSU represents the right to receive one share of common stock of Viatris. 7,563 of the RSUs granted on March 4, 2022 vested on March 4, 2023, 7,564 vested on March 4, 2024 and 7,564 will vest on March 4, 2025.

15. 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.

16. Each RSU represents the right to receive one share of common stock of Viatris. 12,649 of the RSUs granted on March 4, 2024 will vest on March 4, 2025, 12,648 will vest on March 4, 2026 and 12,648 will vest on March 4, 2027.

	/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).
** 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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