Biohaven (BHVN) Form 4 Biohaven / Michael Thomas Heffernan 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^*

Heffernan Michael Thomas

(Last) (First) (Middle)

C/O BIOHAVEN LTD.

215 CHURCH STREET

(Street)

NEW HAVEN CT 06510

(City) (State) (Zip)

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

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

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

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)
			Code	V	Amount	(A) or (D)	Price
Common Shares	10/03/2022		J		1,660(1)(2)	A	$0.00	1,660	D
Common Shares	10/03/2022		M		4,119	A	$4.84	5,779	D
Common Shares	10/03/2022		M		5,998	A	$3.56	11,777	D
Common Shares	10/03/2022		M		13,100	A	$2.4	24,877	D
Common Shares	10/03/2022		F		5,507(3)	D	$7.5	19,370	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (Right to Buy)	$4.84(4)	10/03/2022		J		4,119(4)		(4)	04/28/2032(4)	Common Shares	4,119	(4)	4,119	D
Stock Options (Right to Buy)	$3.56(4)	10/03/2022		J		5,998(4)		(4)	05/05/2031(4)	Common Shares	5,998	(4)	5,998	D
Stock Options (Right to Buy)	$2.4(4)	10/03/2022		J		13,100(4)		(4)	01/31/2020(4)	Common Shares	13,100	(4)	13,100	D
Stock Options (Right to Buy)	$4.84	10/03/2022		M			4,119	(4)	04/28/2032(4)	Common Shares	4,119	$0.00	0.00	D
Stock Options (Right to Buy)	$3.56	10/03/2022		M			5,998	(4)	05/05/2031(4)	Common Shares	5,998	$0.00	0.00	D
Stock Options (Right to Buy)	$2.4	10/03/2022		M			13,100	(4)	01/31/2020(4)	Common Shares	13,100	$0.00	0.00	D
Stock Options (Right to Buy)	$7	10/03/2022		A		125,000		(5)	10/04/2032	Common Shares	125,000	$0.00	125,000	D

Explanation of Responses:

1. Effective as of 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"), 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 ("Common Shares") of the Issuer (each, an "Issuer RSU") and a restricted share unit in respect of RemainCo common shares. (Cont'd in FN2)

2. (Cont'd from FN1) 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. 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 will subsequently be settled in Common Shares.

3. These shares were withheld by the Issuer in connection with share settlement to cover the cost of the stock options.

4. 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.

5. 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.

Remarks:

	/s/ George Clark, Attorney-in-Fact	10/05/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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