0001562180-22-006956.txt : 20221003
0001562180-22-006956.hdr.sgml : 20221003
20221003202709
ACCESSION NUMBER: 0001562180-22-006956
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20221003
FILED AS OF DATE: 20221003
DATE AS OF CHANGE: 20221003
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Tilton John
CENTRAL INDEX KEY: 0001704251
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38080
FILM NUMBER: 221289366
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
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2022-10-03
false
0001689813
Biohaven Pharmaceutical Holding Co Ltd.
BHVN
0001704251
Tilton John
C/O BIOHAVEN PHARMACEUTICALS, INC.
215 CHURCH STREET
NEW HAVEN
CT
06510
false
true
false
false
Chief Commercial Officer
Common Shares
2022-10-03
4
D
false
5068.00
148.50
D
1614.00
D
Common Shares
2022-10-03
4
D
false
1614.00
148.50
D
0.00
I
By JET Ventures LLC
Restricted Share Unit Award
2022-10-03
4
D
false
2625.00
D
Common Shares
2625.00
0.00
D
Restricted Share Unit Award
2022-10-03
4
D
false
2500.00
D
Common Shares
2500.00
0.00
D
Restricted Share Unit Award
2022-10-03
4
D
false
1250.00
D
Common Shares
1250.00
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
6225.00
D
2032-01-07
Common Shares
6225.00
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
7602.00
D
2031-01-06
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7602.00
0.00
D
Stock Options (Right to Buy)
55.99
2022-10-03
4
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false
10000.00
D
2029-11-25
Common Shares
10000.00
0.00
D
Stock Options (Right to Buy)
31.62
2022-10-03
4
D
false
26916.00
D
2028-11-20
Common Shares
26916.00
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
2500.00
D
2027-12-06
Common Shares
2500.00
0.00
D
Stock Options (Right to Buy)
10.56
2022-10-03
4
D
false
4000.00
D
2027-04-05
Common Shares
4000.00
0.00
D
Stock Options (Right to Buy)
9.07
2022-10-03
4
D
false
37292.00
D
2027-01-30
Common Shares
37292.00
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
EX-24
2
jtiltonpoa21.txt
POA2021
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby
constitutes and appoints each of Vlad Coric, Matthew Buten, George
Clark and Douglas Gray, or either of them signing singly, and with
full power of substitution, the undersigned's true and lawful
attorney-in-fact to:
(1)prepare, execute in the undersigned's name and on the
undersigned's behalf, and submit to the U.S. Securities and
Exchange Commission (the "SEC") any 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 or any rule or regulation of the SEC;
(2)execute for and on behalf of the undersigned Forms 3, 4, and
5 in accordance with Section 16(a) of the Securities
Exchange Act of 1934 and the rules thereunder;
(3)do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete
and execute any such Form 3, 4, or 5, complete and execute
any amendment or amendments thereto, and timely file such
form with the SEC and any stock exchange or similar
authority; and
(4)take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest
of, or legally required by, the undersigned, it being
understood that the documents executed by such
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 such attorney-in-fact
may approve in such 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, in serving in such capacity at the
request of the undersigned, are not assuming, any of the undersigned's
responsibilities to comply with Section 16 of the Securities Exchange
Act of 1934.
This Power of Attorney shall remain in full force and effect
until 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 Biohaven Pharmaceutical Holding Company Ltd.,
unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 22nd day of December, 2021.
/s/ John
Tilton
Signature
John Tilton
Print Name
\\\DC - 57385/2 - #1301253 v1
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