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