James E. Flynn - Jul 28, 2021 Form 4 Insider Report for Nuvalent, Inc. (NUVL)

Role
Director, Director by Deputization, 10%+ Owner
Signature
/s/ Jonathan Isler, Attorney-in-Fact
Stock symbol
NUVL
Transactions as of
Jul 28, 2021
Transactions value $
$0
Form type
4
Date filed
7/30/2021, 05:27 PM
Previous filing
Jul 21, 2021
Next filing
Aug 4, 2021

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 Stock Option (Right to Buy) Award $0 +43K $0.00 43K Jul 28, 2021 Class A Common Stock 43K $17.00 Through Deerfield Management Company, L.P. F1, F2, F5
transaction NUVL Stock Option (Right to Buy) Award $0 +43K $0.00 43K Jul 28, 2021 Class A Common Stock 43K $17.00 Through Deerfield Management Company, L.P. F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Cameron Wheeler, a partner in Deerfield Management Company, L.P. ("Deerfield Management"), serves as a director of the Issuer. The option granted to Mr. Wheeler and reported herein is held for the benefit, and at the direction, of Deerfield Management.
F2 The option was granted to Mr. Wheeler on July 28, 2021 and is scheduled to vest and become exercisable as follows: 1/3 of the option will vest on July 29, 2022 and the remainder will vest over the next two years in equal monthly installments, subject to Mr. Wheeler's continued service to the Company through the applicable vesting date.
F3 Joseph Pearlberg, an employee in Deerfield Management, serves as a director of the Issuer. The option granted to Mr. Pearlberg and reported herein is held for the benefit, and at the direction, of Deerfield Management.
F4 The option was granted to Mr. Pearlberg on July 28, 2021 and is scheduled to vest and become exercisable as follows: 1/3 of the option will vest on July 29, 2022 and the remainder will vest over the next two years in equal monthly installments, subject to Mr. Pearlberg's continued service to the Company through the applicable vesting date.
F5 This Form 4 is being filed by the undersigned as well as the entity listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). James E. Flynn is the sole member of the general partner of Deerfield Management. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

Remarks:

Each of Cameron Wheeler, a partner in Deerfield Management, and Joseph Pearlberg, an employee in Deerfield Management, serves as a director of the Issuer. Jonathan Isler, Attorney-in-Fact: Power of Attorney, which is hereby incorporated by reference to Exhibit 24 to a Form 3 with regard to Proteon Therapeutics, Inc. filed with the Securities and Exchange Commission on August 4, 2017 by Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P., Deerfield International Master Fund, L.P., Deerfield Private Design Fund III, L.P., Deerfield Private Design Fund IV, L.P., Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Mgmt IV, L.P., Deerfield Management Company, L.P., and James E. Flynn.