0001209191-17-029848.txt : 20170503
0001209191-17-029848.hdr.sgml : 20170503
20170503211100
ACCESSION NUMBER: 0001209191-17-029848
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20170503
FILED AS OF DATE: 20170503
DATE AS OF CHANGE: 20170503
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Biohaven Pharmaceutical Holding Co Ltd.
CENTRAL INDEX KEY: 0001689813
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 000000000
STATE OF INCORPORATION: D8
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 234 CHURCH STREET, SUITE 304
CITY: NEW HAVEN
STATE: CT
ZIP: 06510
BUSINESS PHONE: 203-404-0410
MAIL ADDRESS:
STREET 1: 234 CHURCH STREET, SUITE 304
CITY: NEW HAVEN
STATE: CT
ZIP: 06510
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: CHILDS JOHN W
CENTRAL INDEX KEY: 0001027035
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38080
FILM NUMBER: 17811528
MAIL ADDRESS:
STREET 1: 111 HUNTINGTON AVENUE
STREET 2: SUITE 2900
CITY: BOSTON
STATE: MA
ZIP: 02199
3
1
doc3.xml
FORM 3 SUBMISSION
X0206
3
2017-05-03
0
0001689813
Biohaven Pharmaceutical Holding Co Ltd.
BHVN
0001027035
CHILDS JOHN W
C/O BIOHAVEN PHARMACEUTICALS, INC.
234 CHURCH STREET
NEW HAVEN
CT
06510
1
0
1
0
Common Shares
1268500
I
By the John W. Childs 2013 Revocable Trust
Series A Preferred Shares
0.00
Common Shares
1035938
I
By the John W. Childs 2013 Revocable Trust
Stock Option (right to buy)
0.61
2024-11-25
Common Shares
212500
D
Stock Option (right to buy)
5.60
2025-10-22
Common Shares
150000
D
Stock Option (right to buy)
9.29
2026-12-14
Common Shares
37700
D
Stock Option (right to buy)
10.82
2027-04-05
Common Shares
20000
D
Warrant to Purchase Common Shares (right to buy)
9.29
2017-01-26
Common Shares
107500
D
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.
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.
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.
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.
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.
The warrant may be exercised at any time after the original issue date of January 26, 2017 until the second anniversary of the Issuer's initial public offering.
Exhibit 24.1 - Power of Attorney
/s/ Darren K. DeStefano, Attorney-in-fact
2017-05-03
EX-24.3_721186
2
poa.txt
POA DOCUMENT
POWER OF ATTORNEY
(For Executing Form ID and Forms 3, 4 and 5)
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Darren K. DeStefano, Brian F. Leaf, Katie A. Kazem and Cortney
Smith of Cooley LLP, signing individually, the undersigned's true and lawful
attorneys-in fact and agents to:
(1) Prepare, execute in the undersigned's name and on the undersigned's behalf,
and submit to the Securities and Exchange Commission (the "SEC") a Form ID,
Uniform Application for Access Codes to File on EDGAR, including amendments
thereto, and any other documents necessary or appropriate to obtain codes and
passwords enabling the undersigned to make electronic filings with the SEC of
reports required by Section 16(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or any rule or regulation thereunder;
(2) Prepare, execute in the undersigned's name and on the undersigned's behalf,
and submit to the SEC Forms 3, 4 and 5 (including amendments thereto and joint
filing agreements in connection therewith) in accordance with Section 16(a) of
the Exchange Act and the rules thereunder in the undersigned's capacity as an
officer, director or beneficial owner of more than 10% of a registered class of
securities of Biohaven Pharmaceutical Holding Company Ltd. (the "Company");
(3) Do and perform any and all acts for and on behalf of the undersigned that
may be necessary or desirable to prepare and execute any such Form 3, 4 or 5
(including amendments thereto and joint filing agreements in connection
therewith) and file such forms with the SEC and any stock exchange,
self-regulatory association or any similar authority; and
(4) Take any other action of any type whatsoever in connection with the
foregoing that, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required of the undersigned, it being
understood that the documents executed by the attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as the attorney-in-fact may approve in the
attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney in fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney in fact, or such attorney
in fact's substitute or substitutes, shall lawfully do or cause to be done by
virtue of this power of attorney and the rights and powers herein granted. The
undersigned acknowledges that the foregoing attorneys-in-fact, and their
substitutes, in serving in such capacity at the request of the undersigned, are
not assuming (nor is the Company assuming) any of the undersigned's
responsibilities to comply with Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the earliest
to occur of (a) the undersigned is no longer required to file Forms 3, 4 and 5
with respect to the undersigned's holdings of and transactions in securities
issued by the Company, (b) revocation by the undersigned in a signed writing
delivered to the Company and the foregoing attorneys-in fact or (c) as to any
attorney-in-fact individually, until such attorney-in-fact is no longer employed
by the Company or Cooley LLP, as applicable.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of the date written below.
Date: April 12, 2017
/s/ John W. Childs
John W. Childs