Form Type: 4

SEC EDGAR Link
Accession Number:0001562180-22-007076
Date:2022-10-03
Issuer: BIOHAVEN LTD. (BHVN)
Original Submission Date:

Reporting Person:

BUTEN MATTHEW
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 3,088 a $0.00 3,088 direct
COMMON SHARES 2022-10-03 J 18,750 a $0.00 21,838 direct
COMMON SHARES 2022-10-03 M 1,550 a $6.37 23,388 direct
COMMON SHARES 2022-10-03 M 11,450 a $6.37 34,838 direct
COMMON SHARES 2022-10-03 F 11,042 d $7.50 23,796 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) 6.37 2022-10-03 deemed execution date J 1,550 (a) 2032-01-07 common shares 1,550 $6.37 1,550 direct
STOCK OPTIONS (RIGHT TO BUY) 6.37 2022-10-03 deemed execution date J 11,450 (a) 2032-01-07 common shares 11,450 $6.37 11,450 direct
STOCK OPTIONS (RIGHT TO BUY) 6.37 2022-10-03 deemed execution date M 1,550 (d) 2032-01-07 common shares 1,550 $6.37 0 direct
STOCK OPTIONS (RIGHT TO BUY) 6.37 2022-10-03 deemed execution date M 11,450 (d) 2032-01-07 common shares 11,450 $6.37 0 direct
STOCK OPTIONS (RIGHT TO BUY) 7.0 2022-10-03 deemed execution date A 300,000 (a) 2032-10-04 common shares 300,000 $7.00 300,000 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 effective as of the distribution, each outstanding restricted share unit of remainco was adjusted so that such restricted share unit became a restricted share unit in respect of common shares (each, an "issuer rsu") and a restricted share unit in respect of remainco common shares. at the effective time of the merger of a wholly owned subsidiary of pfizer ("merger sub") with and into remainco pursuant to the agreement and plan of merger, dated as of may 9, 2022, by and among remainco, pfizer and merger sub, the issuer rsus accelerated and vested in full and were subsequently settled in common shares. as a result, the reporting person acquired restricted share units in respect of common shares in an amount determined in accordance with the separation agreement.
f3 these shares were withheld by the issuer in connection with share settlement to cover the cost of the stock options.
f4 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.
f5 the shares underlying this option vest in four equal installments on october 4, 2022, 2023, 2024, and 2025, subject to the reporting person's continuous service with the issuer at each vesting date.

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