Form Type: 4

SEC EDGAR Link
Accession Number:0001562180-22-007078
Date:2022-10-03
Issuer: BIOHAVEN LTD. (BHVN)
Original Submission Date:

Reporting Person:

CHILDS JOHN W
C/O BIOHAVEN LTD.
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 J 1,517,500 a $0.00 1,517,500 direct
COMMON SHARES 2022-10-03 M 4,119 a $4.84 1,521,619 direct
COMMON SHARES 2022-10-03 M 5,998 a $3.56 1,527,617 direct
COMMON SHARES 2022-10-03 F 5,507 d $7.50 1,522,110 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
STOCK OPTIONS (RIGHT TO BUY) 4.84 2022-10-03 deemed execution date J 4,119 (a) 2032-04-28 common shares 4,119 $4.84 4,119 direct
STOCK OPTIONS (RIGHT TO BUY) 3.56 2022-10-03 deemed execution date J 5,998 (a) 2031-05-05 common shares 5,998 $3.56 5,998 direct
STOCK OPTIONS (RIGHT TO BUY) 4.84 2022-10-03 deemed execution date M 4,119 (d) 2032-04-28 common shares 4,119 $4.84 0 direct
STOCK OPTIONS (RIGHT TO BUY) 3.56 2022-10-03 deemed execution date M 5,998 (d) 2031-05-05 common shares 5,998 $3.56 0 direct
STOCK OPTIONS (RIGHT TO BUY) 7.0 2022-10-03 deemed execution date A 125,000 (a) 2032-10-04 common shares 125,000 $7.00 125,000 direct
Footnotes
IDfootnote
f1 represents common shares of the issuer ("common shares") acquired by the reporting person in a pro rata distribution by biohaven pharmaceutical holding company ltd.. ("remainco") to holders of its common shares (the "distribution") pursuant to the separation and distribution agreement (the "separation agreement"), dated as of may 9, 2022, by and among remainco, the issuer, and pfizer inc. ("pfizer").
f2 these shares were withheld by the issuer in connection with share settlement to cover the cost of the stock options.
f3 effective as of the distribution, each outstanding option to purchase common shares of remainco was adjusted so that such option became an option to acquire common shares and an option to acquire remainco common shares. as a result, the reporting person acquired options to acquire the issuer's common shares in an amount determined in accordance with the separation agreement.
f4 the shares underlying this option vest in four equal installments on october 3, 2022, 2023, 2024, and 2025, subject to the reporting person's continuous service with the issuer at each vesting date.
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