0001562180-22-006964.txt : 20221003
0001562180-22-006964.hdr.sgml : 20221003
20221003202912
ACCESSION NUMBER: 0001562180-22-006964
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: CHILDS JOHN W
CENTRAL INDEX KEY: 0001027035
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38080
FILM NUMBER: 221289377
MAIL ADDRESS:
STREET 1: 111 HUNTINGTON AVENUE
STREET 2: SUITE 2900
CITY: BOSTON
STATE: MA
ZIP: 02199
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
0001027035
CHILDS JOHN W
C/O BIOHAVEN PHARMACEUTICALS, INC.
215 CHURCH STREET
NEW HAVEN
CT
06510
true
false
false
false
Common Shares
2022-10-03
4
D
false
3025001.00
148.50
D
0.00
D
Common Shares
2022-10-03
4
D
false
10000.00
148.50
D
0.00
I
By John W Childs 2013 Revocable Trust
Stock Options (Right to Buy)
95.33
2022-10-03
4
D
false
8239.00
D
2032-04-28
Common Shares
8239.00
0.00
D
Stock Options (Right to Buy)
70.17
2022-10-03
4
D
false
11996.00
D
2031-05-05
Common Shares
11996.00
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, 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
jchildspoa21.txt
POA 2021
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 21st day of
December, 2021.
/s/ John
W. Childs
Signature
John W.
Childs Print Name