Julia P. Gregory - 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: Oct 26, 2022

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

Type	Sym	Class	Transaction	Shares	Change %	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	BHVN	Stock Options (Right to Buy)	Disposed to Issuer	-8.24K	-100%	Oct 3, 2022	Common Shares	8.24K	$95.33	Direct	F1, F2
transaction	BHVN	Stock Options (Right to Buy)	Disposed to Issuer	-12K	-100%	Oct 3, 2022	Common Shares	12K	$70.17	Direct	F2
transaction	BHVN	Stock Options (Right to Buy)	Disposed to Issuer	-18K	-100%	Oct 3, 2022	Common Shares	18K	$45.94	Direct	F2
transaction	BHVN	Stock Options (Right to Buy)	Disposed to Issuer	-18K	-100%	Oct 3, 2022	Common Shares	18K	$60.24	Direct	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, 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.

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, 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.