Form Type: 4

SEC EDGAR Link
Accession Number:0001562180-22-006962
Date:2022-10-03
Issuer: BIOHAVEN PHARMACEUTICAL HOLDING CO LTD. (BHVN)
Original Submission Date:

Reporting Person:

JONES WILLIAM A JR
C/O BIOHAVEN PHARMACEUTICALS, INC.
215 CHURCH STREET NEW HAVEN, CT 06510

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON SHARES 2022-10-03 D 14,226 d $148.50 0 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
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 ExercisableExpiration 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
RESTRICTED SHARE UNIT AWARD 0.0 2022-10-03 deemed execution date D 11,250 (d) common shares 11,250 $0.00 0 direct
RESTRICTED SHARE UNIT AWARD 0.0 2022-10-03 deemed execution date D 10,000 (d) common shares 10,000 $0.00 0 direct
RESTRICTED SHARE UNIT AWARD 0.0 2022-10-03 deemed execution date D 3,000 (d) common shares 3,000 $0.00 0 direct
STOCK OPTIONS (RIGHT TO BUY) 125.69 2022-10-03 deemed execution date D 775 (d) 2032-01-07 common shares 775 $125.69 0 direct
STOCK OPTIONS (RIGHT TO BUY) 125.69 2022-10-03 deemed execution date D 29,225 (d) 2032-01-07 common shares 29,225 $125.69 0 direct
STOCK OPTIONS (RIGHT TO BUY) 81.32 2022-10-03 deemed execution date D 2,398 (d) 2031-01-06 common shares 2,398 $81.32 0 direct
STOCK OPTIONS (RIGHT TO BUY) 81.32 2022-10-03 deemed execution date D 37,602 (d) 2031-01-06 common shares 37,602 $81.32 0 direct
STOCK OPTIONS (RIGHT TO BUY) 55.99 2022-10-03 deemed execution date D 1,742 (d) 2029-11-25 common shares 1,742 $55.99 0 direct
STOCK OPTIONS (RIGHT TO BUY) 55.99 2022-10-03 deemed execution date D 28,258 (d) 2029-11-25 common shares 28,258 $55.99 0 direct
STOCK OPTIONS (RIGHT TO BUY) 49.47 2022-10-03 deemed execution date D 5,913 (d) 2029-04-01 common shares 5,913 $49.47 0 direct
STOCK OPTIONS (RIGHT TO BUY) 49.47 2022-10-03 deemed execution date D 44,087 (d) 2029-04-01 common shares 44,087 $49.47 0 direct
Footnotes
IDfootnote
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 the merger, each common share of the issuer (each, a "common share") outstanding immediately prior to the effective time of the merger (other than certain excluded shares pursuant to the terms of the merger agreement), was converted into the right to receive the merger consideration in cash of $148.50, without interest, less any withholding taxes (the "merger consideration").
f3 in connection with the distribution ("distribution") by the issuer to holders of its common shares of all the outstanding common shares of biohaven ltd. ("spinco"), each outstanding restricted share unit of the issuer was adjusted such that such restricted share unit became a restricted share unit in respect of common shares of spinco and a restricted share unit in respect of common shares (each such restricted share unit, a "post-spin issuer rsu"). at the effective time of the merger, each outstanding post-spin issuer rsu was automatically cancelled in exchange for the right to receive (without interest) an amount in cash equal to the product of (i) the number of common shares subject to such post-spin issuer rsu, with any performance conditions applicable to such post-spin issuer rsu deemed achieved at 100%, and (ii) the merger consideration, less any withholding taxes.
f4 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.

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