Andrew Hack - Aug 2, 2021 Form 4 Insider Report for Nuvalent, Inc. (NUVL)

Role: Director
Signature: /s/ Andrew A. F. Hack
Stock symbol: NUVL
Transactions as of: Aug 2, 2021
Transactions value $: $12,495,000
Form type: 4
Date filed: 8/4/2021, 05:12 PM
Previous filing: Jul 28, 2021
Next filing: Aug 11, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NUVL	Class A Common Stock	Conversion of derivative security		+2.69M			2.69M	Aug 2, 2021	See footnotes	F1, F2, F3
transaction	NUVL	Class A Common Stock	Purchase	$12.5M	+735K	+27.29%	$17.00	3.43M	Aug 2, 2021	See footnotes	F1, F2, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	NUVL	Series B Preferred Stock	Conversion of derivative security		-14.5M	-100%		0	Aug 2, 2021	Class A Common Stock	2.69M		See footnotes	F1, F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents securities held directly by Bain Capital Life Sciences Fund II, L.P. ("BCLS II"), BCLS II Investco, LP ("BCLS II Investco") and BCIP Life Sciences Associates, LP ("BCIPLS" and, together with BCLS II and BCLS II Investco, the "Bain Capital Life Sciences Entities").
F2	Bain Capital Life Sciences Investors, LLC ("BCLSI") (i) is the ultimate general partner of each of BCLS II and BCLS II Investco and (ii) governs the investment strategy and decision-making process with respect to investments held by BCIPLS. Dr. Hack is a Managing Director of BCLSI. As a result, Dr. Hack may be deemed to share voting and dispositive power with respect to the securities held by the Bain Capital Life Sciences Entities. Dr. Hack disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
F3	Each share of the Issuer's Series B Preferred Stock automatically converted into 0.1858 shares of the Issuer's Class A Common Stock immediately prior to the closing of the Issuer's initial public offering.
F4	On August 2, 2021, BCLS II Investco purchased 735,000 shares of the Issuer's Class A Common Stock at a price of $17.00 per share in the Issuer's initial public offering.