Statement of Changes in Beneficial Ownership (4)
June 12 2020 - 5:20PM
Edgar (US Regulatory)
FORM 4
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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 OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Engelhart James |
2. Issuer Name and Ticker or Trading Symbol
Biohaven Pharmaceutical Holding Co Ltd.
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BHVN
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Financial Officer |
(Last)
(First)
(Middle)
C/O BIOHAVEN PHARMACEUTICALS, INC., 215 CHURCH STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/10/2020 |
(Street)
NEW HAVEN, CT 06510
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Shares | 6/10/2020 | | M(1) | | 11453.00 | A | $9.29 | 15975.00 | D | |
Common Shares | 6/10/2020 | | M(1) | | 17500.00 | A | $0.61 | 33475.00 | D | |
Common Shares | 6/10/2020 | | M(1) | | 25000.00 | A | $5.60 | 58475.00 | D | |
Common Shares | 6/10/2020 | | S(1) | | 28821.00 | D | $66.6575 (2) | 29654.00 | D | |
Common Shares | 6/10/2020 | | S(1) | | 24832.00 | D | $67.5334 (3) | 4822.00 | D | |
Common Shares | 6/10/2020 | | S(1) | | 300.00 | D | $68.0667 (4) | 4522.00 | D | |
Common Shares | 6/11/2020 | | M(1) | | 19772.00 | A | $9.29 | 24294.00 | D | |
Common Shares | 6/11/2020 | | S(1) | | 5972.00 | D | $62.0726 (5) | 18322.00 | D | |
Common Shares | 6/11/2020 | | S(1) | | 4847.00 | D | $63.1909 (6) | 13475.00 | D | |
Common Shares | 6/11/2020 | | S(1) | | 6501.00 | D | $64.3067 (7) | 6974.00 | D | |
Common Shares | 6/11/2020 | | S(1) | | 2452.00 | D | $64.8513 (8) | 4522.00 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 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 |
Employee Stock Option (right to buy) | $9.29 | 6/10/2020 | | M (1) | | | 11453.00 | (9) | 12/14/2026 | Common Shares | 11453.00 | $0.00 | 19772.00 | D | |
Employee Stock Option (right to buy) | $5.60 | 6/10/2020 | | M (1) | | | 25000.00 | (10) | 10/22/2025 | Common Shares | 25000.00 | $0.00 | 0.00 | D | |
Employee Stock Option (right to buy) | $0.61 | 6/10/2020 | | M (1) | | | 17500.00 | (11) | 11/25/2024 | Common Shares | 17500.00 | $0.00 | 0.00 | D | |
Employee Stock Option (right to buy) | $9.29 | 6/11/2020 | | M (1) | | | 19772.00 | (9) | 12/14/2026 | Common Shares | 19772.00 | $0.00 | 0.00 | D | |
Explanation of Responses: |
(1) | These exercises and sales were made pursuant to a 10b5-1 trading plan adopted by the Reporting Person. |
(2) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.05 - $67.04, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4. |
(3) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.05 - $67.99, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4. |
(4) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $68.06 - $68.08, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4. |
(5) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.61 - $62.60, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4. |
(6) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.63 - $63.58, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4. |
(7) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.65 - $64.64, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4. |
(8) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.65 - $65.22, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4. |
(9) | The shares underlying this option vested as to 25% of the shares on December 15, 2016, with the remainder vesting in 3 equal installments on the first, second and third anniversaries of the grant date, subject to the reporting person's continued service as of each applicable vesting date. |
(10) | The shares underlying this option vested as to 25% of the shares on October 23, 2015, with the remainder vesting in 3 equal installments on the first, second and third anniversaries of the grant date, subject to the reporting person's continued service as of each applicable vesting date. |
(11) | The shares underlying this option vested as to 25% of the shares on November 26, 2014, with the remainder vesting in 3 equal installments on the first, second and third anniversaries of the grant date, subject to the reporting person's continued service as of each applicable vesting date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Engelhart James C/O BIOHAVEN PHARMACEUTICALS, INC. 215 CHURCH STREET NEW HAVEN, CT 06510 |
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| Chief Financial Officer |
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Signatures
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/s/ James Engelhart | | 6/12/2020 |
**Signature of Reporting Person | Date |
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