Elyse Stock - Oct 3, 2022 Form 4 Insider Report for Biohaven Pharmaceutical Holding Co Ltd. (BHVN)

Role
Chief Medical Officer
Signature
/s/ George Clark, Attorney-in-Fact
Stock symbol
BHVN
Transactions as of
Oct 3, 2022
Transactions value $
-$2,444,904
Form type
4
Date filed
10/3/2022, 08:23 PM
Previous filing
Jan 12, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BHVN Common Shares Disposed to Issuer -$1.65M -11.1K -100% $148.50* 0 Oct 3, 2022 Direct F1, F2
transaction BHVN Common Shares Disposed to Issuer -$798K -5.37K -100% $148.50* 0 Oct 3, 2022 By Spouse F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction BHVN Restricted Share Unit Award Disposed to Issuer -9.75K -100% 0 Oct 3, 2022 Common Shares 9.75K Direct F3
transaction BHVN Restricted Share Unit Award Disposed to Issuer -7.5K -100% 0 Oct 3, 2022 Common Shares 7.5K Direct F3
transaction BHVN Restricted Share Unit Award Disposed to Issuer -3.38K -100% 0 Oct 3, 2022 Common Shares 3.38K Direct F3
transaction BHVN Restricted Share Unit Award Disposed to Issuer -3K -100% 0 Oct 3, 2022 Common Shares 3K By Spouse F3
transaction BHVN Restricted Share Unit Award Disposed to Issuer -2.5K -100% 0 Oct 3, 2022 Common Shares 2.5K By Spouse F3
transaction BHVN Restricted Share Unit Award Disposed to Issuer -938 -100% 0 Oct 3, 2022 Common Shares 938 By Spouse F3
transaction BHVN Stock Options (Right to Buy) Disposed to Issuer -775 -100% 0 Oct 3, 2022 Common Shares 775 $125.69 Direct F4
transaction BHVN Stock Options (Right to Buy) Disposed to Issuer -25.2K -100% 0 Oct 3, 2022 Common Shares 25.2K $125.69 Direct F4
transaction BHVN Stock Options (Right to Buy) Disposed to Issuer -2.4K -100% 0 Oct 3, 2022 Common Shares 2.4K $81.32 Direct F4
transaction BHVN Stock Options (Right to Buy) Disposed to Issuer -27.6K -100% 0 Oct 3, 2022 Common Shares 27.6K $81.32 Direct F4
transaction BHVN Stock Options (Right to Buy) Disposed to Issuer -25K -100% 0 Oct 3, 2022 Common Shares 25K $55.99 Direct F4
transaction BHVN Stock Options (Right to Buy) Disposed to Issuer -6K -100% 0 Oct 3, 2022 Common Shares 6K $49.60 Direct F4
transaction BHVN Stock Options (Right to Buy) Disposed to Issuer -45.7K -100% 0 Oct 3, 2022 Common Shares 45.7K $31.62 Direct F4
transaction BHVN Stock Options (Right to Buy) Disposed to Issuer -3.08K -100% 0 Oct 3, 2022 Common Shares 3.08K $31.62 Direct F4
transaction BHVN Stock Options (Right to Buy) Disposed to Issuer -1.18K -100% 0 Oct 3, 2022 Common Shares 1.18K $20.28 Direct F4
transaction BHVN Stock Options (Right to Buy) Disposed to Issuer -10.4K -100% 0 Oct 3, 2022 Common Shares 10.4K $20.28 Direct F4
transaction BHVN Stock Options (Right to Buy) Disposed to Issuer -10K -100% 0 Oct 3, 2022 Common Shares 10K $36.62 Direct F4
transaction BHVN Stock Options (Right to Buy) Disposed to Issuer -7.5K -100% 0 Oct 3, 2022 Common Shares 7.5K $50.85 By Spouse F4
transaction BHVN Stock Options (Right to Buy) Disposed to Issuer -8.45K -100% 0 Oct 3, 2022 Common Shares 8.45K $46.16 By Spouse F4
transaction BHVN Stock Options (Right to Buy) Disposed to Issuer -2.55K -100% 0 Oct 3, 2022 Common Shares 2.55K $46.16 By Spouse F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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.