Kishan Mehta - 03 Oct 2022 Form 4 Insider Report for Biohaven Ltd. (BHVN)

Role
Director
Signature
/s/ George Clark, Attorney-in-Fact
Issuer symbol
BHVN
Transactions as of
03 Oct 2022
Net transactions value
+$5,848
Form type
4
Filing time
05 Oct 2022, 17:39:41 UTC
Previous filing
30 Sep 2022
Next filing
04 May 2023
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BHVN Common Shares Other $0 +5,320 $0.000000 5,320 03 Oct 2022 Direct F1
transaction BHVN Common Shares Other $0 +937 +18% $0.000000 6,257 03 Oct 2022 Direct F2
transaction BHVN Common Shares Options Exercise $19,936 +4,119 +66% $4.84 10,376 03 Oct 2022 Direct
transaction BHVN Common Shares Options Exercise $29,974 +6,502 +63% $4.61* 16,878 03 Oct 2022 Direct
transaction BHVN Common Shares Options Exercise $19,350 +7,500 +44% $2.58* 24,378 03 Oct 2022 Direct
transaction BHVN Common Shares Options Exercise $18,600 +10,000 +41% $1.86* 34,378 03 Oct 2022 Direct
transaction BHVN Common Shares Tax liability $82,012 -11,716 -34% $7.00 22,662 03 Oct 2022 Direct F3

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 Stock Options (Right to Buy) Other +4,119 4,119 03 Oct 2022 Common Shares 4,119 $4.84 Direct F4
transaction BHVN Stock Options (Right to Buy) Other +6,502 6,502 03 Oct 2022 Common Shares 6,502 $4.61 Direct F4
transaction BHVN Stock Options (Right to Buy) Other +7,500 7,500 03 Oct 2022 Common Shares 7,500 $2.58 Direct F4
transaction BHVN Stock Options (Right to Buy) Other +10,000 10,000 03 Oct 2022 Common Shares 10,000 $1.86 Direct F4
transaction BHVN Stock Options (Right to Buy) Options Exercise $0 -4,119 -100% $0.000000* 0 03 Oct 2022 Common Shares 4,119 $4.84 Direct F4
transaction BHVN Stock Options (Right to Buy) Options Exercise $0 -6,502 -100% $0.000000* 0 03 Oct 2022 Common Shares 6,502 $4.61 Direct F4
transaction BHVN Stock Options (Right to Buy) Options Exercise $0 -7,500 -100% $0.000000* 0 03 Oct 2022 Common Shares 7,500 $2.58 Direct F4
transaction BHVN Stock Options (Right to Buy) Options Exercise $0 -10,000 -100% $0.000000* 0 03 Oct 2022 Common Shares 10,000 $1.86 Direct F4
transaction BHVN Stock Options (Right to buy) Award $0 +125,000 $0.000000 125,000 03 Oct 2022 Common Shares 125,000 $7.00 Direct F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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 3, 2022, 2023, 2024, and 2025, subject to the Reporting Person's continuous service with the Issuer at each vesting date.