Xiangyang (Sean) Ni Form 4 Viatris / Xiangyang (Sean) Ni 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^*

Ni Xiangyang (Sean)

(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)
President, Greater China

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		M		7,195	A	$0.00	44,252	D
Common Stock	03/02/2023		M		570(1)	A	$0.00	44,822	D
Common Stock	03/03/2023		S		3,093(2)	D	$11.1798(3)	41,729	D
Common Stock	03/04/2023		M		7,563	A	$0.00	49,292	D
Common Stock	03/04/2023		M		272(4)	A	$0.00	49,564	D
Common Stock	03/06/2023		S		3,148(5)	D	$11.0835(6)	46,416	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		M			7,195	(7)	(7)	Common Stock	7,195	$0.00	7,195	D
Dividend Equivalent Units	$0.00	03/02/2023		M			569.0806(8)	(9)	(9)	Common Stock	569.0806	$0.00	569(8)	D
Restricted Stock Units	$0.00	03/03/2023		A		40,881		(10)	(10)	Common Stock	40,881	$0.00	40,881	D
Restricted Stock Units	$0.00	03/04/2023		M			7,563	(11)	(11)	Common Stock	7,563	$0.00	15,128	D
Dividend Equivalent Units	$0.00	03/04/2023		M			271.6651(12)	(13)	(13)	Common Stock	271.6651	$0.00	544(12)	D

Explanation of Responses:

1. Fractional shares have been rounded up in connection with the settlement described in footnote 9 pursuant to the terms of the restricted stock unit (RSU) award agreement under the Viatris Inc. 2020 Stock Incentive Plan.

2. Shares sold to satisfy the tax liability associated with the vesting and settlement of the RSUs granted on March 2, 2021 and the related dividend equivalent units (DEUs).

3. Represents the weighted average price of the reporting person's disposition of 3,093 shares of common stock in transactions ranging from $11.16 to $11.18. 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.

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. Shares sold to satisfy the tax liability associated with the vesting and settlement of the RSUs granted on March 4, 2022 and the related DEUs.

6. Represents the weighted average price of the reporting person's disposition of 3,148 shares of common stock in transactions ranging from $10.995 to $11.14. 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. Each RSU represents the right to receive one share of common stock of Viatris Inc. (Viatris). 7,195 of the RSUs granted on March 2, 2021 vested on each of March 2, 2022 and March 2, 2023 and 7,195 will vest on March 2, 2024.

8. 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.

9. 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.

10. Each RSU represents the right to receive one share of common stock of Viatris. The RSUs vest in three equal annual installments beginning on March 3, 2024.

11. 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 and 7,564 will vest on each of March 4, 2024 and March 4, 2025.

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 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.

13. 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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