0001562180-22-006955.txt : 20221003 0001562180-22-006955.hdr.sgml : 20221003 20221003203030 ACCESSION NUMBER: 0001562180-22-006955 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221003 FILED AS OF DATE: 20221003 DATE AS OF CHANGE: 20221003 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Engelhart James CENTRAL INDEX KEY: 0001704255 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38080 FILM NUMBER: 221289385 MAIL ADDRESS: STREET 1: C/O BIOHAVEN PHARMACEUTICAL HOLDING COMP STREET 2: 234 CHURCH STREET CITY: NEW HAVEN STATE: CT ZIP: 06510 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: 215 CHURCH STREET CITY: NEW HAVEN STATE: CT ZIP: 06510 BUSINESS PHONE: 203-404-0410 MAIL ADDRESS: STREET 1: 215 CHURCH STREET CITY: NEW HAVEN STATE: CT ZIP: 06510 4 1 primarydocument.xml PRIMARY DOCUMENT X0306 4 2022-10-03 false 0001689813 Biohaven Pharmaceutical Holding Co Ltd. BHVN 0001704255 Engelhart James C/O BIOHAVEN PHARMACEUTICALS, INC. 215 CHURCH STREET NEW HAVEN CT 06510 false true false false Strategic Advisor Common Shares 2022-10-03 4 D false 15900.00 148.50 D 0.00 D Restricted Share Unit Award 2022-10-03 4 D false 9750.00 D Common Shares 9750.00 0.00 D Restricted Share Unit Award 2022-10-03 4 D false 7500.00 D Common Shares 7500.00 0.00 D Restricted Share Unit Award 2022-10-03 4 D false 3700.00 D Common Shares 3700.00 0.00 D Stock Options (Right to Buy) 125.69 2022-10-03 4 D false 775.00 D 2032-01-07 Common Shares 775.00 0.00 D Stock Options (Right to Buy) 125.69 2022-10-03 4 D false 25225.00 D 2032-01-07 Common Shares 25225.00 0.00 D Stock Options (Right to Buy) 81.32 2022-10-03 4 D false 2398.00 D 2031-01-06 Common Shares 2398.00 0.00 D Stock Options (Right to Buy) 81.32 2022-10-03 4 D false 27602.00 D 2031-01-06 Common Shares 27602.00 0.00 D Stock Options (Right to Buy) 55.99 2022-10-03 4 D false 29500.00 D 2029-11-25 Common Shares 29500.00 0.00 D Stock Options (Right to Buy) 31.62 2022-10-03 4 D false 71916.00 D 2028-11-20 Common Shares 71916.00 0.00 D Stock Options (Right to Buy) 31.62 2022-10-03 4 D false 3084.00 D 2028-11-20 Common Shares 3084.00 0.00 D Stock Options (Right to Buy) 20.28 2022-10-03 4 D false 19240.00 D 2027-12-06 Common Shares 19240.00 0.00 D Stock Options (Right to Buy) 20.28 2022-10-03 4 D false 59024.00 D 2027-12-06 Common Shares 59024.00 0.00 D Stock Options (Right to Buy) 10.56 2022-10-03 4 D false 40000.00 D 2027-04-05 Common Shares 40000.00 0.00 D Stock Options (Right to buy) 9.07 2022-10-03 4 D false 83792.00 D 2027-01-30 Common Shares 83792.00 0.00 D 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"). 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"). 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. 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. /s/ George Clark, Attorney-in-Fact 2022-10-03