0001562180-22-006961.txt : 20221003 0001562180-22-006961.hdr.sgml : 20221003 20221003202510 ACCESSION NUMBER: 0001562180-22-006961 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: HUGIN ROBERT J CENTRAL INDEX KEY: 0001232505 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38080 FILM NUMBER: 221289359 MAIL ADDRESS: STREET 1: C/O THE MEDICINES CO STREET 2: 8 CAMPUS DR CITY: PARSIPPANY STATE: NJ ZIP: 07054 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 0001232505 HUGIN ROBERT J C/O BIOHAVEN PHARMACEUTICALS, INC. 215 CHURCH STREET NEW HAVEN CT 06510 true false false false Common Shares 2022-10-03 4 D false 2900.00 148.50 D 0.00 D Restricted Share Unit Award 2022-10-03 4 D false 3417.00 D Common Shares 3417.00 0.00 D 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 Stock Options (Right to Buy) 66.88 2022-10-03 4 D false 18948.00 D 2030-06-09 Common Shares 18948.00 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 rhuginpoa21.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/ Robert Hugin Signature Robert Hugin Print Name