Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
BRESCH HEATHER M
  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
(Last)
(First)
(Middle)
BUILDING 4, TRIDENT PLACE, MOSQUITO WAY
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2019
(Street)

HATFIELD, HERTFORDSHIRE, X0 AL10 9UL
4. If Amendment, Date 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
(City)
(State)
(Zip)
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 03/01/2019   D   378,071 (1) D $ 0 362,011 D  
Ordinary Shares 03/02/2019   M   22,212 A $ 0 384,223 D  
Ordinary Shares 03/02/2019   F   9,862 (2) D $ 27.45 374,361 D  
Ordinary Shares 03/03/2019   M   20,142 A $ 0 394,503 D  
Ordinary Shares 03/03/2019   F   8,943 (3) D $ 27.45 385,560 D  
Ordinary Shares               1,157 I By 401(k) Plan
Ordinary Shares               115,178 I By Grantor Retained Annuity Trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option-Right to Buy $ 27.45 03/01/2019   A   91,384     (4) 03/01/2029 Ordinary Shares 91,384 $ 0 91,384 D  
Restricted Stock Units $ 0 03/01/2019   A   153,006     (5)   (5) Ordinary Shares 153,006 $ 0 153,006 D  
Restricted Stock Units $ 0 03/02/2019   M     22,212   (6)   (6) Ordinary Shares 22,212 $ 0 44,423 D  
Restricted Stock Units $ 0 03/03/2019   M     20,142   (7)   (7) Ordinary Shares 20,142 $ 0 20,141 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
BRESCH HEATHER M
BUILDING 4, TRIDENT PLACE, MOSQUITO WAY
HATFIELD, HERTFORDSHIRE, X0 AL10 9UL
  X     Chief Executive Officer  

Signatures

 /s/ Kevin Macikowski, by power of attorney   03/05/2019
**Signature of Reporting Person Date

Explanation of Responses:

* 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 forfeiture of unvested restricted ordinary shares received under the One-Time Special Performance-Based Five-Year Realizable Value Incentive Program as a result of the applicable performance conditions not having been met.
(2) 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.
(3) 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.
(4) 30,462 of the options will vest on March 2, 2020, and 30,461 will vest on each of March 2, 2021 and March 2, 2022. The options expire on March 1, 2029.
(5) Each RSU represents the right to receive one ordinary share of Mylan N.V. The RSUs vest in three equal annual installments beginning on March 2, 2020.
(6) 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 will vest on March 2, 2020, and 22,212 will vest on March 2, 2021.
(7) 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 March 3, 2018, 20,142 vested on March 3, 2019, and 20,141 will vest on March 3, 2020.

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