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

Role: Director
Signature: /s/ George Clark, Attorney-in-Fact
Stock symbol: BHVN
Transactions as of: Oct 3, 2022
Transactions value $: $0
Form type: 4
Date filed: 10/3/2022, 08:25 PM
Previous filing: Sep 30, 2022
Next filing: May 4, 2023

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		-5.07K	-100%		0	Oct 3, 2022	Common Shares	5.07K		Direct	F1, F2

* 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 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.

Content

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").

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.