Sec Form 4 Filing - Coric Vlad @ Biohaven Ltd. - 2022-10-03

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Coric Vlad
2. Issuer Name and Ticker or Trading Symbol
Biohaven Ltd. [ BHVN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O BIOHAVEN LTD., 215 CHURCH STREET
3. Date of Earliest Transaction (MM/DD/YY)
10/03/2022
(Street)
NEW HAVEN, CT06510
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Common Shares 10/03/2022 J 461,470( 1 ) A $ 0 461,470 D
Common Shares 10/03/2022 J 52,975( 2 ) A $ 0 514,445 D
Common Shares 10/03/2022 J 6,668( 2 ) A $ 0 521,113 D
Common Shares 10/03/2022 J 6,666( 2 ) A $ 0 527,779 D
Common Shares 10/03/2022 J 2,222( 2 ) A $ 0 530,001 D
Common Shares 10/03/2022 J 2,222( 2 ) A $ 0 532,223 D
Common Shares 10/03/2022 J 2,222( 2 ) A $ 0 534,445 D
Common Shares 10/03/2022 J 15,000( 2 ) A $ 0 549,445 D
Common Shares 10/03/2022 J 12,500( 2 ) A $ 0 561,945 D
Common Shares 10/03/2022 J 5,475( 2 ) A $ 0 567,420 D
Common Shares 10/03/2022 M 387 A $ 6.37 567,807 D
Common Shares 10/03/2022 M 34,612 A $ 6.37 602,419 D
Common Shares 10/03/2022 M 1,199 A $ 4.13 603,618 D
Common Shares 10/03/2022 M 48,801 A $ 4.13 652,419 D
Common Shares 10/03/2022 M 43,750 A $ 2.84 696,169 D
Common Shares 10/03/2022 M 98,458 A $ 1.61 794,627 D
Common Shares 10/03/2022 M 1,542 A $ 1.61 796,169 D
Common Shares 10/03/2022 M 9,620 A $ 1.03 805,789 D
Common Shares 10/03/2022 M 90,380 A $ 1.03 896,169 D
Common Shares 10/03/2022 M 20,000 A $ 0.54 916,169 D
Common Shares 10/03/2022 M 25,000 A $ 0.46 941,169 D
Common Shares 10/03/2022 M 50,000 A $ 0.28 991,169 D
Common Shares 10/03/2022 M 37,500 A $ 0.28 1,028,669 D
Common Shares 10/03/2022 M 125,000 A $ 0.04 1,153,669 D
Common Shares 10/03/2022 F 115,940( 3 ) D $ 7.5 1,037,729 D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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) $ 6.37( 4 ) 10/03/2022 J 387( 4 ) ( 4 ) 01/07/2032( 4 ) Common Shares 387 ( 4 ) 387 D
Stock Options (Right to Buy) $ 6.37( 4 ) 10/03/2022 J 34,612( 4 ) ( 4 ) 01/07/2032( 4 ) Common Shares 34,612 ( 4 ) 34,612 D
Stock Options (Right to Buy) $ 4.13( 4 ) 10/03/2022 J 1,199( 4 ) ( 4 ) 01/06/2031( 4 ) Common Shares 1,199 ( 4 ) 1,199 D
Stock Options (Right to Buy) $ 4.13( 4 ) 10/03/2022 J 48,801( 4 ) ( 4 ) 01/06/2031( 4 ) Common Shares 48,801 ( 4 ) 48,801 D
Stock Options (Right to Buy) $ 2.84( 4 ) 10/03/2022 J 43,750( 4 ) ( 4 ) 11/25/2029( 4 ) Common Shares 43,750 ( 4 ) 43,750 D
Stock Options (Right to Buy) $ 1.61( 4 ) 10/03/2022 J 98,458( 4 ) ( 4 ) 11/20/2028( 4 ) Common Shares 98,458 ( 4 ) 98,458 D
Stock Options (Right to Buy) $ 1.61( 4 ) 10/03/2022 J 1,542( 4 ) ( 4 ) 11/20/2028( 4 ) Common Shares 1,542 ( 4 ) 1,542 D
Stock Options (Right to Buy) $ 1.03( 4 ) 10/03/2022 J 9,620( 4 ) ( 4 ) 12/06/2027( 4 ) Common Shares 9,620 ( 4 ) 9,620 D
Stock Options (Right to Buy) $ 1.03( 4 ) 10/03/2022 J 90,380( 4 ) ( 4 ) 12/06/2027( 4 ) Common Shares 90,380 ( 4 ) 90,380 D
Stock Options (Right to Buy) $ 0.54( 4 ) 10/03/2022 J 20,000( 4 ) ( 4 ) 04/05/2027( 4 ) Common Shares 20,000 ( 4 ) 20,000 D
Stock Options (Right to Buy) $ 0.46( 4 ) 10/03/2022 J 25,000( 4 ) ( 4 ) 12/14/2026( 4 ) Common Shares 25,000 ( 4 ) 25,000 D
Stock Options (Right to Buy) $ 0.28( 4 ) 10/03/2022 J 50,000( 4 ) ( 4 ) 10/22/2025( 4 ) Common Shares 50,000 ( 4 ) 50,000 D
Stock Options (Right to Buy) $ 0.28( 4 ) 10/03/2022 J 37,500( 4 ) ( 4 ) 10/22/2025( 4 ) Common Shares 37,500 ( 4 ) 37,500 D
Stock Options (Right to Buy) $ 0.04( 4 ) 10/03/2022 J 125,000( 4 ) ( 4 ) 11/25/2024( 4 ) Common Shares 125,000 ( 4 ) 125,000 D
Stock Options (Right to Buy) $ 6.37 10/03/2022 M 387 ( 4 ) 01/07/2032( 4 ) Common Shares 387 $ 0 0 D
Stock Options (Right to Buy) $ 6.37 10/03/2022 M 34,612 ( 4 ) 01/07/2032( 4 ) Common Shares 34,612 $ 0 0 D
Stock Options (Right to Buy) $ 4.13 10/03/2022 M 1,199 ( 4 ) 01/06/2031( 4 ) Common Shares 1,199 $ 0 0 D
Stock Options (Right to Buy) $ 4.13 10/03/2022 M 48,801 ( 4 ) 01/06/2031( 4 ) Common Shares 48,801 $ 0 0 D
Stock Options (Right to Buy) $ 2.84 10/03/2022 M 43,750 ( 4 ) 11/25/2029( 4 ) Common Shares 43,750 $ 0 0 D
Stock Options (Right to Buy) $ 1.61 10/03/2022 M 98,458 ( 4 ) 11/20/2028( 4 ) Common Shares 98,458 $ 0 0 D
Stock Options (Right to Buy) $ 1.61 10/03/2022 M 1,542 ( 4 ) 11/20/2028( 4 ) Common Shares 1,542 $ 0 0 D
Stock Options (Right to Buy) $ 1.03 10/03/2022 M 9,620 ( 4 ) 12/06/2027( 4 ) Common Shares 9,620 $ 0 0 D
Stock Options (Right to Buy) $ 1.03 10/03/2022 M 90,380 ( 4 ) 12/06/2027 Common Shares 90,380 $ 0 0 D
Stock Option (Right to Buy) $ 0.54 10/03/2022 M 20,000 ( 4 ) 04/05/2027( 4 ) Common Shares 20,000 $ 0 0 D
Stock Option (Right to Buy) $ 0.46 10/03/2022 M 25,000 ( 4 ) 12/14/2026( 4 ) Common Shares 25,000 $ 0 0 D
Stock Option (Right to Buy) $ 0.28 10/03/2022 M 50,000 ( 4 ) 10/22/2025( 4 ) Common Shares 50,000 $ 0 0 D
Stock Option (Right to Buy) $ 0.28 10/03/2022 M 37,500 ( 4 ) 10/22/2025( 4 ) Common Shares 37,500 $ 0 0 D
Stock Option (Right to Buy) $ 0.04 10/03/2022 M 125,000 ( 4 ) 11/25/2024( 4 ) Common Shares 125,000 $ 0 0 D
Stock Option (Right to Buy) $ 7 10/03/2022 A 950,000 ( 5 ) 10/04/2032 Common Shares 950,000 $ 0 950,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Coric Vlad
C/O BIOHAVEN LTD.
215 CHURCH STREET
NEW HAVEN, CT06510
X Chief Executive Officer
Signatures
/s/ George Clark, Attorney-in-Fact 10/04/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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").
( 2 )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. 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. 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 will subsequently be settled in Common Shares.
( 3 )These shares were withheld by the Issuer in connection with share settlement to cover the cost of the stock options.
( 4 )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.
( 5 )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.

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