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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Non-Employee Director Stock Option - Right to Buy (6) | $ 21 | 01/30/2015 | M | 5,400 | (7) | 05/04/2022 | Common Stock | 5,400 | $ 0 | 7,758 | D | ||||
| Non-Employee Director Stock Option - Right to Buy (6) | $ 21 | 02/02/2015 | M | 7,758 | (7) | 05/04/2022 | Common Stock | 7,758 | $ 0 | 0 | D | ||||
| Non-Employee Director Stock Option - Right to Buy (6) | $ 31.63 | 02/02/2015 | M | 682 | (8) | 05/28/2023 | Common Stock | 682 | $ 0 | 5,941 | D | ||||
| Non-Employee Director Stock Option - Right to Buy (6) | $ 31.63 | 02/03/2015 | M | 5,941 | (8) | 05/28/2023 | Common Stock | 5,941 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| DIMICK NEIL F 1000 MYLAN BLVD CANONSBURG, PA 15317 |
X | |||
| /s/ Bradley L. Wideman, by power of attorney | 02/03/2015 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Represents acquisition of Mylan common stock upon exercise of stock options granted on May 4, 2012. |
| (2) | Represents the weighted average price of shares sold by the broker on behalf of certain non-employee directors and executive officers of Mylan on January 30, 2015. The broker sold, in the aggregate on behalf of such non-employee directors and executive officers, 403,595 shares in transactions ranging from $53.01 to $54.00 with a weighted average price of $53.5684 as well as 205,341 shares in transactions ranging from $54.005 to $54.25 with a weighted average price of $54.0425. The proceeds of all such sales were allocated to the applicable non-employee directors and executive officers on a pro rata basis based on the number of shares sold by such person. |
| (3) | Represents acquisition of Mylan common stock upon exercise of stock options granted on May 28, 2013. |
| (4) | Represents the weighted average price of shares sold by the broker on behalf of certain non-employee directors and executive officers of Mylan on February 2, 2015. The broker sold, in the aggregate on behalf of such non-employee directors and executive officers, 937,763 shares in transactions ranging from $52.23 to $53.22 with a weighted average price of $52.8646 as well as 13,957 shares in transactions ranging from $53.23 to $53.745 with a weighted average price of $53.5027. The proceeds of all such sales were allocated to the applicable non-employee directors and executive officers on a pro rata basis based on the number of shares sold by such person. |
| (5) | Represents the weighted average price of shares sold by the broker on behalf of certain non-employee directors and executive officers of Mylan on February 3, 2015. The broker sold, in the aggregate on behalf of such non-employee directors and executive officers, 520,475 shares in transactions ranging from $52.50 to $53.25 with a weighted average price of $52.8739 as well as 149,400 shares at $53.50 and 1 share at $54.50. The proceeds of all such sales were allocated to the applicable non-employee directors and executive officers on a pro rata basis based on the number of shares sold by such person. |
| (6) | This option exercise and the related sale of the underlying common stock were executed pursuant to a 10b5-1 trading plan dated November 9, 2014. |
| (7) | These options vested in full on May 4, 2013. |
| (8) | These options vested in full on May 28, 2014. |
| Remarks: As disclosed in the proxy statement filed by Mylan Inc. ("Mylan") on December 24, 2014 and the Form 8-K filed by Mylan on November 5, 2014, the filing person has exercised the stock options shown on this Form 4 to mitigate the effects of the excise tax under Section 4985 of the Internal Revenue Code of 1986, as amended, in connection with the proposed acquisition (the "Transaction") by a new public company organized in the Netherlands of both Mylan and Abbott Laboratories' non-U.S. developed markets specialty and branded generics business and has sold the shares reported on this Form 4 to mitigate the tax and other costs imposed as a result of such exercises and the Transaction. | |