Form 4 Biohaven Pharmaceutical For: Oct 03 Filed by: GREGORY JULIA P

October 3, 2022 8:26 PM EDT

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Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *

(Last) (First) (Middle)


(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Biohaven Pharmaceutical Holding Co Ltd. [ BHVN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to Buy) $ 95.33 (1) (2) 10/03/2022   D     8,239 (2)   (2) 04/28/2032 (2) Common Shares 8,239 (2) 0 D  
Stock Options (Right to Buy) $ 70.17 (2) 10/03/2022   D     11,996 (2)   (2) 05/05/2031 (2) Common Shares 11,996 (2) 0 D  
Stock Options (Right to Buy) $ 45.94 (2) 10/03/2022   D     18,000 (2)   (2) 04/29/2030 (2) Common Shares 18,000 (2) 0 D  
Stock Options (Right to Buy) $ 60.24 (2) 10/03/2022   D     18,000 (2)   (2) 05/20/2029 (2) Common Shares 18,000 (2) 0 D  
Explanation of Responses:
1. 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").
2. 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 10/03/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.



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