Home/Filings/4/0001562180-22-007077
4//SEC Filing

HUGIN ROBERT J 4

Accession 0001562180-22-007077

CIK 0001935979other

Filed

Oct 4, 8:00 PM ET

Accepted

Oct 5, 5:37 PM ET

Size

29.7 KB

Accession

0001562180-22-007077

Insider Transaction Report

Form 4
Period: 2022-10-03
Transactions
  • Other

    Common Shares

    2022-10-03+1,7083,158 total
  • Exercise/Conversion

    Common Shares

    2022-10-03$4.84/sh+4,119$19,9367,277 total
  • Exercise/Conversion

    Common Shares

    2022-10-03$3.39/sh+9,474$32,11722,749 total
  • Other

    Stock Options (Right to Buy)

    2022-10-03+9,4749,474 total
    Exercise: $3.39Exp: 2030-06-09Common Shares (9,474 underlying)
  • Tax Payment

    Common Shares

    2022-10-03$7.50/sh3,263$24,47319,486 total
  • Other

    Stock Options (Right to Buy)

    2022-10-03+4,1194,119 total
    Exercise: $4.84Exp: 2032-04-28Common Shares (4,119 underlying)
  • Other

    Stock Options (Right to Buy)

    2022-10-03+5,9985,998 total
    Exercise: $3.56Exp: 2031-05-05Common Shares (5,998 underlying)
  • Exercise/Conversion

    Stock Options (Right to Buy)

    2022-10-039,4740 total
    Exercise: $3.39Exp: 2030-06-09Common Shares (9,474 underlying)
  • Award

    Stock Options (Right to Buy)

    2022-10-03+125,000125,000 total
    Exercise: $7.00Exp: 2032-10-04Common Shares (125,000 underlying)
  • Other

    Common Shares

    2022-10-03+1,4501,450 total
  • Exercise/Conversion

    Common Shares

    2022-10-03$3.56/sh+5,998$21,35313,275 total
  • Exercise/Conversion

    Stock Options (Right to Buy)

    2022-10-034,1190 total
    Exercise: $4.84Exp: 2032-04-28Common Shares (4,119 underlying)
  • Exercise/Conversion

    Stock Options (Right to Buy)

    2022-10-035,9980 total
    Exercise: $3.56Exp: 2031-05-05Common Shares (5,998 underlying)
Footnotes (5)
  • [F1]Represents common shares of the Issuer ("Common Shares") acquired by the Reporting Person in a pro rata distribution by Biohaven Pharmaceutical Holding Company Ltd.. ("RemainCo") to holders of its common shares (the "Distribution") pursuant to the Separation and Distribution Agreement (the "Separation Agreement"), dated as of May 9, 2022, by and among RemainCo, the Issuer, and Pfizer Inc. ("Pfizer").
  • [F2]Effective as of the Distribution, each outstanding restricted share unit of RemainCo was adjusted so that such restricted share unit became a restricted share unit in respect of Common Shares (each, an "Issuer RSU") and a restricted share unit in respect of RemainCo common shares. At the effective time of the merger of a wholly owned subsidiary of Pfizer ("Merger Sub") with and into RemainCo pursuant to the Agreement and Plan of Merger, dated as of May 9, 2022, by and among RemainCo, Pfizer and Merger Sub, the Issuer RSUs accelerated and vested in full and were subsequently settled in Common Shares. As a result, the Reporting Person acquired restricted share units in respect of Common Shares in an amount determined in accordance with the Separation Agreement.
  • [F3]These shares were withheld by the Issuer in connection with share settlement to cover the cost of the stock options.
  • [F4]Effective as of the Distribution, each outstanding option to purchase common shares of RemainCo was adjusted so that such option became an option to acquire Common Shares and an option to acquire RemainCo common shares. As a result, the Reporting Person acquired options to acquire the Issuer's Common Shares in an amount determined in accordance with the Separation Agreement.
  • [F5]The shares underlying this option vest in four equal installments on October 3, 2022, 2023, 2024, and 2025, subject to the Reporting Person's continuous service with the Issuer at each vesting date.

Issuer

Biohaven Ltd.

CIK 0001935979

Entity typeother

Related Parties

1
  • filerCIK 0001232505

Filing Metadata

Form type
4
Filed
Oct 4, 8:00 PM ET
Accepted
Oct 5, 5:37 PM ET
Size
29.7 KB