Engelhart James Form 3 Biohaven Pharmaceutical Holding / James Engelhart ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Engelhart James

(Last) (First) (Middle)

C/O BIOHAVEN PHARMACEUTICALS, INC.

234 CHURCH STREET

(Street)

NEW HAVEN CT 06510

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/03/2017

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Shares	(1)	(1)	Common Shares	1,076	0.00	D
Employee Stock Option (right to buy)	(2)	11/25/2024	Common Shares	62,500	0.61	D
Employee Stock Option (right to buy)	(3)	10/22/2025	Common Shares	25,000	5.6	D
Employee Stock Option (right to buy)	(4)	12/14/2026	Common Shares	31,225	9.29	D
Employee Stock Option (right to buy)	(5)	01/30/2027	Common Shares	118,792	9.29	D
Employee Stock Option (right to buy)	(6)	04/05/2027	Common Shares	40,000	10.82	D

Explanation of Responses:

1. Each Series A Preferred Share is convertible, at any time and at the holder's election, into the Issuer's Common Shares on a 1:1 basis. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its Common Shares, each Series A Preferred Share will automatically convert into one Common Share. The Series A Preferred Shares have no expiration date.

2. The shares underlying this option vested as to 25% of the shares on November 26, 2014, with the remainder vesting in 3 equal installments on the first, second and third anniversaries of the grant date, subject to the reporting person's continued service as of each applicable vesting date.

3. The shares underlying this option vested as to 25% of the shares on October 23, 2015, with the remainder vesting in 3 equal installments on the first, second and third anniversaries of the grant date, subject to the reporting person's continued service as of each applicable vesting date.

4. The shares underlying this option vested as to 25% of the shares on December 15, 2016, with the remainder vesting in 3 equal installments on the first, second and third anniversaries of the grant date, subject to the reporting person's continued service as of each applicable vesting date.

5. The shares underlying this option vested as to 50% of the shares on January 31, 2017, with the remainder vesting in 2 equal installments on the first and second anniversaries of the grant date, subject to the reporting person's continued service as of each applicable vesting date.

6. The shares underlying this option vested as to 25% of the shares on April 6, 2017, with the remainder vesting in 3 equal installments on the first, second and third anniversaries of the grant date, subject to the reporting person's continued service as of each applicable vesting date.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ Darren K. DeStefano, Attorney-in-fact	05/03/2017
	** 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 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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