Mylan II B.V. Form 4 Mylan / HEATHER M BRESCH ownership change

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).

1. Name and Address of Reporting Person^*

BRESCH HEATHER M

(Last) (First) (Middle)

BUILDING 4, TRIDENT PLACE, MOSQUITO WAY

(Street)

HATFIELD, HERTFORDSHIRE X0 AL10 9UL

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Mylan N.V. [ MYL ]

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

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2020

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)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares	03/02/2020		M		22,211	A	$0.00	222,949(1)(2)	D
Ordinary Shares	03/02/2020		F		9,862(3)	D	$17.48	213,087	D
Ordinary Shares	03/02/2020		M		51,002	A	$0.00	264,089	D
Ordinary Shares	03/02/2020		F		22,644(4)	D	$17.48	241,445	D
Ordinary Shares	03/03/2020		M		20,141	A	$0.00	261,586	D
Ordinary Shares	03/03/2020		F		8,942(5)	D	$16.29	252,644	D
Ordinary Shares	03/03/2020		M		50,355	A	$0.00	302,999	D
Ordinary Shares	03/03/2020		F		22,357(6)	D	$16.29	280,642	D
Ordinary Shares								1,157	I	By 401(k) Plan
Ordinary Shares								300,000(2)	I	By Grantor Retained Annuity 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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	$0.00	03/02/2020		M			22,211	(7)	(7)	Ordinary Shares	22,211	$0.00	22,212	D
Restricted Stock Units	$0.00	03/02/2020		M			51,002	(8)	(8)	Ordinary Shares	51,002	$0.00	102,004	D
Restricted Stock Units	$0.00	03/03/2020		M			20,141	(9)	(9)	Ordinary Shares	20,141	$0.00	0	D
Performance Restricted Stock Units	$0.00	03/03/2020		A		50,355		(10)	(10)	Ordinary Shares	50,355	$0.00	50,355	D
Performance Restricted Stock Units	$0.00	03/03/2020		M			50,355	(10)	(10)	Ordinary Shares	50,355	$0.00	0	D

Explanation of Responses:

1. 115,178 ordinary shares were returned to the reporting person's direct beneficial ownership on August 27, 2019 in the form of a scheduled annuity payment under the terms of the grantor retained annuity trust to which the reporting person initially contributed 200,000 ordinary shares on August 23, 2017.

2. On September 12, 2019, the reporting person contributed 300,000 ordinary shares of Mylan N.V. to a grantor retained annuity trust of which the reporting person is the sole trustee and sole annuitant.

3. 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.

4. Represents withholding of ordinary shares for the tax liability associated with the vesting and settlement of a portion of the RSUs granted on March 1, 2019.

5. 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.

6. Represents withholding of ordinary shares for the tax liability associated with the vesting and settlement of a portion of the performance restricted stock units (PRSUs) granted on March 3, 2017.

7. 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 vested on March 2, 2020, and 22,212 will vest on March 2, 2021.

8. Each RSU represents the right to receive one ordinary share of Mylan N.V. 51,002 of the RSUs granted on March 1, 2019 vested on March 2, 2020, and 51,002 will vest on each of March 2, 2021 and March 2, 2022.

9. 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 each of March 3, 2018 and March 3, 2019, and 20,141 vested on March 3, 2020.

10. Each PRSU represents the right to receive one ordinary share of Mylan N.V. The PRSUs were initially granted on March 3, 2017, subject to the attainment of previously established three-year performance goals and a vesting period. The PRSUs fully vested on March 3, 2020.

Remarks:

	/s/ Kevin Macikowski, by power of attorney	03/04/2020
	** 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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