Form 4 for BHVN Biohaven Ltd.
Accepted 2022-10-05 00:00:00 ET · period of report 2022-10-03 · accession 0001562180-22-007085 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DM | 2022-10-05 | 2022-10-03 | BHVN | Gentile Kimberly | SVP, Clinical Ops | M - OptEx | $2.43 | +115.5K | 116.5K | +12,146% | +$281.2K |
| DM | 2022-10-05 | 2022-10-03 | BHVN | Gentile Kimberly | SVP, Clinical Ops | J - Other | $0.00 | +18.0K | 5,826 | New | $0 |
| D | 2022-10-05 | 2022-10-03 | BHVN | Gentile Kimberly | SVP, Clinical Ops | F - Tax | $7.00 | -37.5K | 96.0K | -28% | -$262.4K |
| D | 2022-10-05 | 2022-10-03 | BHVN | Gentile Kimberly | SVP, Clinical Ops | A - Grant | $0.00 | +300.0K | 300.0K | New | $0 |
| DM | 2022-10-05 | 2022-10-03 | BHVN | Gentile Kimberly | SVP, Clinical Ops | M - OptEx | $0.00 | -115.5K | 0 | -100% | $0 |
| DM | 2022-10-05 | 2022-10-03 | BHVN | Gentile Kimberly | SVP, Clinical Ops | J - Other | — | +115.5K | 12.5K | New | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Shares | 2022-10-03 | M | A | 12,500 | $0.54 | 133,461 | D | — | — | |
| 2 | Common | Common Shares | 2022-10-03 | M | A | 295 | $1.03 | 95,745 | D | — | — | |
| 3 | Common | Common Shares | 2022-10-03 | M | A | 1,542 | $1.61 | 95,450 | D | — | — | |
| 4 | Common | Common Shares | 2022-10-03 | M | A | 30,958 | $1.61 | 93,908 | D | — | — | |
| 5 | Common | Common Shares | 2022-10-03 | M | A | 3,000 | $2.52 | 62,950 | D | — | — | |
| 6 | Common | Common Shares | 2022-10-03 | M | A | 14,000 | $2.84 | 59,950 | D | — | — | |
| 7 | Common | Common Shares | 2022-10-03 | M | A | 13,801 | $4.13 | 45,950 | D | — | — | |
| 8 | Common | Common Shares | 2022-10-03 | M | A | 1,199 | $4.13 | 32,149 | D | — | — | |
| 9 | Common | Common Shares | 2022-10-03 | M | A | 12,612 | $6.37 | 30,950 | D | — | — | |
| 10 | Common | Common Shares | 2022-10-03 | M | A | 387 | $6.37 | 18,338 | D | — | — | |
| 11 | Common | Common Shares | 2022-10-03 | J | A | 1,875 | $0.00 | 17,951 | D | — | — | (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. |
| 12 | Common | Common Shares | 2022-10-03 | J | A | 3,750 | $0.00 | 16,076 | D | — | — | (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. |
| 13 | Common | Common Shares | 2022-10-03 | J | A | 6,500 | $0.00 | 12,326 | D | — | — | (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. |
| 14 | Common | Common Shares | 2022-10-03 | J | A | 5,826 | $0.00 | 5,826 | D | — | — | (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"). |
| 15 | Common | Common Shares | 2022-10-03 | F | D | 37,492 | $7.00 | 95,969 | D | — | — | (F3) These shares were withheld by the Issuer in connection with share settlement to cover the cost of the stock options. |
| 16 | Common | Common Shares | 2022-10-03 | M | A | 4,500 | $1.86 | 120,961 | D | — | — | |
| 17 | Common | Common Shares | 2022-10-03 | M | A | 20,716 | $1.03 | 116,461 | D | — | — | |
| 18 | Derivative | Stock Options (Right to buy) | 2022-10-03 | A | A | 300,000 | $0.00 | 300,000 | D | $7.00 · — to 2032-10-04 | 300,000 Common Shares | (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. |
| 19 | Derivative | Stock Option (Right to Buy) | 2022-10-03 | M | D | 12,500 | $0.00 | 0 | D | $0.54 · — to 2027-04-05 | 12,500 Common Shares | (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. |
| 20 | Derivative | Stock Options (Right to buy) | 2022-10-03 | M | D | 4,500 | $0.00 | 0 | D | $1.86 · — to 2027-09-04 | 4,500 Common Shares | (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. |
| 21 | Derivative | Stock Options (Right to Buy) | 2022-10-03 | M | D | 20,716 | $0.00 | 0 | D | $1.03 · — to 2027-12-06 | 20,716 Common Shares | (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. |
| 22 | Derivative | Stock Options (Right to Buy) | 2022-10-03 | M | D | 295 | $0.00 | 0 | D | $1.03 · — to 2027-12-06 | 295 Common Shares | (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. |
| 23 | Derivative | Stock Options (Right to Buy) | 2022-10-03 | M | D | 1,542 | $0.00 | 0 | D | $1.61 · — to 2028-11-20 | 1,542 Common Shares | (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. |
| 24 | Derivative | Stock Options (Right to Buy) | 2022-10-03 | M | D | 30,958 | $0.00 | 0 | D | $1.61 · — to 2028-11-20 | 30,958 Common Shares | (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. |
| 25 | Derivative | Stock Options (Right to Buy) | 2022-10-03 | J | A | 387 | — | 387 | D | $6.37 · — to 2032-01-07 | 387 Common Shares | (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. |
| 26 | Derivative | Stock Options (Right to Buy) | 2022-10-03 | J | A | 12,612 | — | 12,612 | D | $6.37 · — to 2032-01-07 | 12,612 Common Shares | (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. |
| 27 | Derivative | Stock Options (Right to Buy) | 2022-10-03 | J | A | 1,199 | — | 1,199 | D | $4.13 · — to 2031-01-06 | 1,199 Common Shares | (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. |
| 28 | Derivative | Stock Options (Right to Buy) | 2022-10-03 | J | A | 13,801 | — | 13,801 | D | $4.13 · — to 2031-01-06 | 13,801 Common Shares | (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. |
| 29 | Derivative | Stock Options (Right to Buy) | 2022-10-03 | J | A | 14,000 | — | 14,000 | D | $2.84 · — to 2029-11-25 | 14,000 Common Shares | (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. |
| 30 | Derivative | Stock Options (Right to Buy) | 2022-10-03 | J | A | 3,000 | — | 3,000 | D | $2.52 · — to 2029-03-22 | 3,000 Common Shares | (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. |
| 31 | Derivative | Stock Options (Right to Buy) | 2022-10-03 | J | A | 30,958 | — | 30,958 | D | $1.61 · — to 2028-11-20 | 30,958 Common Shares | (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. |
| 32 | Derivative | Stock Options (Right to Buy) | 2022-10-03 | J | A | 1,542 | — | 1,542 | D | $1.61 · — to 2028-11-20 | 1,542 Common Shares | (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. |
| 33 | Derivative | Stock Options (Right to Buy) | 2022-10-03 | J | A | 295 | — | 295 | D | $1.03 · — to 2027-12-06 | 295 Common Shares | (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. |
| 34 | Derivative | Stock Options (Right to Buy) | 2022-10-03 | J | A | 20,716 | — | 20,716 | D | $1.03 · — to 2027-12-06 | 20,716 Common Shares | (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. |
| 35 | Derivative | Stock Options (Right to Buy) | 2022-10-03 | J | A | 4,500 | — | 4,500 | D | $1.86 · — to 2027-09-04 | 4,500 Common Shares | (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. |
| 36 | Derivative | Stock Options (Right to Buy) | 2022-10-03 | J | A | 12,500 | — | 12,500 | D | $0.54 · — to 2027-04-05 | 12,500 Common Shares | (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. |
| 37 | Derivative | Stock Options (Right to Buy) | 2022-10-03 | M | D | 387 | $0.00 | 0 | D | $6.37 · — to 2032-01-07 | 387 Common Shares | (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. |
| 38 | Derivative | Stock Options (Right to Buy) | 2022-10-03 | M | D | 12,612 | $0.00 | 0 | D | $6.37 · — to 2032-01-07 | 12,612 Common Shares | (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. |
| 39 | Derivative | Stock Options (Right to Buy) | 2022-10-03 | M | D | 1,199 | $0.00 | 0 | D | $4.13 · — to 2031-01-06 | 1,199 Common Shares | (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. |
| 40 | Derivative | Stock Options (Right to Buy) | 2022-10-03 | M | D | 13,801 | $0.00 | 0 | D | $4.13 · — to 2031-01-06 | 13,801 Common Shares | (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. |
| 41 | Derivative | Stock Options (Right to Buy) | 2022-10-03 | M | D | 14,000 | $0.00 | 0 | D | $2.84 · — to 2029-11-25 | 14,000 Common Shares | (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. |
| 42 | Derivative | Stock Options (Right to Buy) | 2022-10-03 | M | D | 3,000 | $0.00 | 0 | D | $2.52 · — to 2029-03-22 | 3,000 Common Shares | (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. |