Biohaven Pharmaceutical Holding Form 4 / Charles Conway ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Conway Charles

(Last)

(First)

(Middle)

C/O BIOHAVEN PHARMACEUTICALS, INC.

215 CHURCH STREET

(Street)

NEW HAVEN

06510

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Biohaven Pharmaceutical Holding Co Ltd. [ BHVN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Scientific Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/03/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	10/03/2022		D⁽¹⁾		22,362	D	$148.5⁽²⁾	0.00	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Share Unit Award	⁽³⁾	10/03/2022		D			11,500⁽³⁾	⁽³⁾	⁽³⁾	Common Shares	11,500	⁽³⁾	0.00	D
Restricted Share Unit Award	⁽³⁾	10/03/2022		D			7,500⁽³⁾	⁽³⁾	⁽³⁾	Common Shares	7,500	⁽³⁾	0.00	D
Restricted Share Unit Award	⁽³⁾	10/03/2022		D			3,000⁽³⁾	⁽³⁾	⁽³⁾	Common Shares	3,000	⁽³⁾	0.00	D
Stock Options (Right to Buy)	$125.69⁽⁴⁾	10/03/2022		D			775⁽⁴⁾	⁽⁴⁾	01/07/2032⁽⁴⁾	Common Shares	775	⁽⁴⁾	0.00	D
Stock Options (Right to Buy)	$125.69⁽⁴⁾	10/03/2022		D			25,225⁽⁴⁾	⁽⁴⁾	01/07/2032⁽⁴⁾	Common Shares	25,225	⁽⁴⁾	0.00	D
Stock Options (Right to Buy)	$81.32⁽⁴⁾	10/03/2022		D			2,398⁽⁴⁾	⁽⁴⁾	01/06/2031⁽⁴⁾	Common Shares	2,398	⁽⁴⁾	0.00	D
Stock Options (Right to Buy)	$81.32⁽⁴⁾	10/03/2022		D			27,602⁽⁴⁾	⁽⁴⁾	01/06/2031⁽⁴⁾	Common Shares	27,602	⁽⁴⁾	0.00	D
Stock Options (Right to Buy)	$55.99⁽⁴⁾	10/03/2022		D			25,000⁽⁴⁾	⁽⁴⁾	11/25/2029⁽⁴⁾	Common Shares	25,000	⁽⁴⁾	0.00	D
Stock Options (Right to Buy)	$49.6⁽⁴⁾	10/03/2022		D			6,000⁽⁴⁾	⁽⁴⁾	03/22/2029⁽⁴⁾	Common Shares	6,000	⁽⁴⁾	0.00	D
Stock Options (Right to Buy)	$31.62⁽⁴⁾	10/03/2022		D			61,916⁽⁴⁾	⁽⁴⁾	11/20/2028⁽⁴⁾	Common Shares	61,916	⁽⁴⁾	0.00	D
Stock Options (Right to Buy)	$31.62⁽⁴⁾	10/03/2022		D			3,084⁽⁴⁾	⁽⁴⁾	11/20/2028⁽⁴⁾	Common Shares	3,084	⁽⁴⁾	0.00	D
Stock Options (Right to Buy)	$20.28⁽⁴⁾	10/03/2022		D			295⁽⁴⁾	⁽⁴⁾	12/06/2027⁽⁴⁾	Common Shares	295	⁽⁴⁾	0.00	D
Stock Options (Right to Buy)	$20.28⁽⁴⁾	10/03/2022		D			41,432⁽⁴⁾	⁽⁴⁾	12/06/2027⁽⁴⁾	Common Shares	41,432	⁽⁴⁾	0.00	D
Stock Options (Right to Buy)	$10.56⁽⁴⁾	10/03/2022		D			5,000⁽⁴⁾	⁽⁴⁾	04/05/2027⁽⁴⁾	Common Shares	5,000	⁽⁴⁾	0.00	D
Stock Options (Right to Buy)	$9.07⁽⁴⁾	10/03/2022		D			54,000⁽⁴⁾	⁽⁴⁾	12/14/2026⁽⁴⁾	Common Shares	54,000	⁽⁴⁾	0.00	D

Explanation of Responses:

1. 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").

2. 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").

3. 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.

4. 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.

Remarks:

	/s/ George Clark, Attorney-in-Fact	10/03/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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Biohaven Pharmaceutical Holding Form 4Biohaven Pharmaceutical Holding / Charles Conway ownership change