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

Role
Chief Executive Officer, Director
Signature
/s/ George Clark, Attorney-in-Fact
Stock symbol
BHVN
Transactions as of
Oct 3, 2022
Transactions value $
-$137,056,739
Form type
4
Date filed
10/3/2022, 08:26 PM
Previous filing
Sep 28, 2022
Next filing
Oct 6, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BHVN Common Shares Disposed to Issuer -$13.7M -92.1K -9.97% $148.50* 831K Oct 3, 2022 Direct F1, F2
transaction BHVN Common Shares Disposed to Issuer -$46.6M -314K -37.73% $148.50* 517K Oct 3, 2022 By: The Vladimir Coric Marital Trust F1, F2
transaction BHVN Common Shares Disposed to Issuer -$2.84M -19.1K -3.7% $148.50* 498K Oct 3, 2022 By 401(K) Plan F1, F2
transaction BHVN Common Shares Disposed to Issuer -$74M -498K -100% $148.50* 0 Oct 3, 2022 By: The Vladimir Coric Family Trust 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 -13.3K -100% 0 Oct 3, 2022 Common Shares 13.3K Direct F3
transaction BHVN Restricted Share Unit Award Disposed to Issuer -13.3K -100% 0 Oct 3, 2022 Common Shares 13.3K Direct F3
transaction BHVN Restricted Share Unit Award Disposed to Issuer -4.44K -100% 0 Oct 3, 2022 Common Shares 4.44K Direct F3
transaction BHVN Restricted Share Unit Award Disposed to Issuer -4.44K -100% 0 Oct 3, 2022 Common Shares 4.44K Direct F3
transaction BHVN Restricted Share Unit Award Disposed to Issuer -4.44K -100% 0 Oct 3, 2022 Common Shares 4.44K Direct F3
transaction BHVN Restricted Share Unit Award Disposed to Issuer -30K -100% 0 Oct 3, 2022 Common Shares 30K Direct F3
transaction BHVN Restricted Share Unit Award Disposed to Issuer -25K -100% 0 Oct 3, 2022 Common Shares 25K Direct F3
transaction BHVN Restricted Share Unit Award Disposed to Issuer -11K -100% 0 Oct 3, 2022 Common Shares 11K Direct 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 -69.2K -100% 0 Oct 3, 2022 Common Shares 69.2K $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 -97.6K -100% 0 Oct 3, 2022 Common Shares 97.6K $81.32 Direct F4
transaction BHVN Stock Options (Right to Buy) Disposed to Issuer -87.5K -100% 0 Oct 3, 2022 Common Shares 87.5K $55.99 Direct F4
transaction BHVN Stock Options (Right to Buy) Disposed to Issuer -197K -100% 0 Oct 3, 2022 Common Shares 197K $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 -19.2K -100% 0 Oct 3, 2022 Common Shares 19.2K $20.28 Direct F4
transaction BHVN Stock Options (Right to Buy) Disposed to Issuer -181K -100% 0 Oct 3, 2022 Common Shares 181K $20.28 Direct F4
transaction BHVN Stock Options (Right to Buy) Disposed to Issuer -40K -100% 0 Oct 3, 2022 Common Shares 40K $10.56 Direct F4
transaction BHVN Stock Options (Right to Buy) Disposed to Issuer -50K -100% 0 Oct 3, 2022 Common Shares 50K $9.07 Direct F4
transaction BHVN Stock Options (Right to Buy) Disposed to Issuer -100K -100% 0 Oct 3, 2022 Common Shares 100K $5.47 Direct F4
transaction BHVN Stock Options (Right to Buy) Disposed to Issuer -75K -100% 0 Oct 3, 2022 Common Shares 75K $5.47 Direct F4
transaction BHVN Stock Options (Right to Buy) Disposed to Issuer -250K -100% 0 Oct 3, 2022 Common Shares 250K $0.60 Direct 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.