| Accession Number: | 0001562180-22-006957 |
| Date: | 2022-10-03 |
| Issuer: | BIOHAVEN PHARMACEUTICAL HOLDING CO LTD. (BHVN) |
| Original Submission Date: |
GREGORY JULIA P
C/O BIOHAVEN PHARMACEUTICALS, INC.
215 CHURCH STREET
NEW HAVEN, CT 06510
| Title of Security | Transaction Date | 2a. Deemed Execution Date | Transaction Code | Shares | Acquired or Disposed | Price per share | 5. Amount of Securities Beneficially Owned Following Reported Transaction | 6. Ownership Form Direct or Indirect | Nature of Indirect Ownership |
|---|
| Title of Derivative Security | Conversion or Exercise Price of Derivative Security | Transaction Date | Deemed Execution Date | Transaction Code | Number of Derivative Securities Acquired (A) or Disposed of (D) | Date Exercisable | Expiration Date | Title and Amount of Securities Underlying Derivative Security | Price of Derivative Security | Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | Ownership Form: Direct (D) or Indirect (I) | Nature of Indirect Beneficial Ownership |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| STOCK OPTIONS (RIGHT TO BUY) | 95.33 | 2022-10-03 | deemed execution date | D | 8,239 (d) | 2032-04-28 | common shares 8,239 | $95.33 | 0 | direct | ||
| STOCK OPTIONS (RIGHT TO BUY) | 70.17 | 2022-10-03 | deemed execution date | D | 11,996 (d) | 2031-05-05 | common shares 11,996 | $70.17 | 0 | direct | ||
| STOCK OPTIONS (RIGHT TO BUY) | 45.94 | 2022-10-03 | deemed execution date | D | 18,000 (d) | 2030-04-29 | common shares 18,000 | $45.94 | 0 | direct | ||
| STOCK OPTIONS (RIGHT TO BUY) | 60.24 | 2022-10-03 | deemed execution date | D | 18,000 (d) | 2029-05-20 | common shares 18,000 | $60.24 | 0 | direct |
| ID | footnote |
|---|---|
| f1 | under the agreement and plan of merger, dated as of may 9, 2022 (the "merger agreement"), by and among the issuer, pfizer inc. ("pfizer") and a wholly owned subsidiary of pfizer ("merger sub"), following satisfaction or waiver of the closing conditions set forth in the merger agreement, on october 3, 2022 merger sub merged with and into the issuer with the issuer surviving as the surviving company (the "merger"). |
| f2 | in connection with the distribution, each outstanding option to purchase common shares of the issuer was adjusted such that such option became an option to acquire spinco common shares and an option to acquire common shares (each such option, a "post-spin issuer option"). at the effective time of the merger, each outstanding post-spin issuer option was automatically cancelled in exchange for the right to receive (without interest) an amount in cash equal to the product of (i) the excess, if any, of the merger consideration over the exercise price per common share of such post-spin issuer option and (ii) the number of common shares subject to such post-spin issuer option, less any withholding taxes. |
