Viatris (VTRS) Form 4 Viatris / Brian Roman 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^*

Roman Brian

(Last) (First) (Middle)

1000 MYLAN BOULEVARD

(Street)

CANONSBURG PA 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)
Global General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2023

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
Common Stock	03/02/2023		X		5,034	A	$0.00	63,261	D
Common Stock	03/02/2023		F		2,391(1)	D	$11.13	60,870	D
Common Stock	03/02/2023		X		18,879	A	$0.00	79,749	D
Common Stock	03/02/2023		F		8,245(2)	D	$11.13	71,504	D
Common Stock	03/02/2023		M		13,063	A	$0.00	84,567	D
Common Stock	03/02/2023		F		5,719(3)	D	$11.13	78,848	D
Common Stock	03/02/2023		M		1,033(4)	A	$0.00	79,881	D
Common Stock	03/02/2023		F		453(5)	D	$11.13	79,428	D
Common Stock	03/04/2023		M		17,157	A	$0.00	96,585	D
Common Stock	03/04/2023		F		7,512(6)	D	$11.13	89,073	D
Common Stock	03/04/2023		M		617(7)	A	$0.00	89,690	D
Common Stock	03/04/2023		F		271(8)	D	$11.13	89,419	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	$0.00	03/02/2023		X			5,034	(9)	(9)	Common Stock	5,034	$0.00	0	D
Restricted Stock Units	$0.00	03/02/2023		X			18,879	(10)	(10)	Common Stock	18,879	$0.00	0	D
Restricted Stock Units	$0.00	03/02/2023		M			13,063	(11)	(11)	Common Stock	13,063	$0.00	13,063	D
Dividend Equivalent Units	$0.00	03/02/2023		M			1,032.6761(12)	(13)	(13)	Common Stock	1,032.6761	$0.00	1,033(12)	D
Restricted Stock Units	$0.00	03/03/2023		A		50,315		(14)	(14)	Common Stock	50,315	$0.00	50,315	D
Restricted Stock Units	$0.00	03/04/2023		M			17,157	(15)	(15)	Common Stock	17,157	$0.00	34,314	D
Dividend Equivalent Units	$0.00	03/04/2023		M			616.2094(16)	(17)	(17)	Common Stock	616.2094	$0.00	1,234(16)	D

Explanation of Responses:

1. 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, 2020.

2. Represents withholding of shares of common stock for the tax liability associated with the vesting and settlement of the RSUs granted on March 2, 2020.

3. 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 2, 2021.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. Each RSU represents the right to receive one share of common stock of Viatris Inc. (Viatris). 5,035 of the RSUs granted on March 2, 2020 vested on March 2, 2021 and 5,034 vested on each of March 2, 2022 and March 2, 2023.

10. Each RSU represents the right to receive one share of common stock of Viatris. These RSUs vested in full on March 2, 2023.

11. Each RSU represents the right to receive one share of common stock of Viatris. 13,063 of the RSUs granted on March 2, 2021 vested on each of March 2, 2022 and March 2, 2023 and 13,063 will vest on March 2, 2024.

12. On May 6, 2022, Viatris filed a registration statement on Form S-3 with respect to its Dividend Reinvestment and Share Purchase Plan; amount includes DEUs that subsequently accrued with respect to such RSUs in June 2022, September 2022 and December 2022 in transactions exempt from Section 16 under Rule 16a-11.

13. 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.

14. Each RSU represents the right to receive one share of common stock of Viatris. 16,772 of the RSUs granted on March 3, 2023 will vest on March 3, 2024, 16,771 will vest on March 3, 2025 and 16,772 will vest on March 3, 2026.

15. Each RSU represents the right to receive one share of common stock of Viatris. 17,157 of the RSUs granted on March 4, 2022 vested on March 4, 2023 and 17,157 will vest on each of March 4, 2024 and March 4, 2025.

16. On May 6, 2022, Viatris filed a registration statement on Form S-3 with respect to its Dividend Reinvestment and Share Purchase Plan; amount represents DEUs that subsequently accrued with respect to such RSUs in June 2022, September 2022 and December 2022 in transactions exempt from Section 16 under Rule 16a-11.

17. 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.

Remarks:

	/s/ Kevin Macikowski, by power of attorney	03/06/2023
	** Signature of Reporting Person	Date
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