James E. Flynn - Aug 2, 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
Aug 2, 2021
Transactions value $
$10,200,000
Form type
4
Date filed
8/4/2021, 06:05 PM
Previous filing
Jul 28, 2021
Next filing
Oct 21, 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 +8.49M +3047.77% 8.77M Aug 2, 2021 Through Deerfield Private Design Fund IV, L.P. F1, F4, F5
transaction NUVL Class A Common Stock Conversion of derivative security +8.49M +3047.77% 8.77M Aug 2, 2021 Through Deerfield Healthcare Innovations Fund, L.P. F1, F4, F5
transaction NUVL Class A Common Stock Conversion of derivative security +898K +10.23% 9.67M Aug 2, 2021 Through Deerfield Private Design Fund IV, L.P. F2, F4, F5
transaction NUVL Class A Common Stock Conversion of derivative security +898K +10.23% 9.67M Aug 2, 2021 Through Deerfield Healthcare Innovations Fund, L.P. F2, F4, F5

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 A Preferred Stock Conversion of derivative security -45.7M -77.84% 13M Aug 2, 2021 Class A Common Stock 8.49M Through Deerfield Private Design Fund IV, L.P. F1, F4, F5
transaction NUVL Series A Preferred Stock Conversion of derivative security -45.7M -77.84% 13M Aug 2, 2021 Class A Common Stock 8.49M Through Deerfield Healthcare Innovations Fund, L.P. F1, F4, F5
transaction NUVL Series A Preferred Stock Conversion of derivative security -13M -100% 0 Aug 2, 2021 Class B Common Stock 2.42M Through Deerfield Private Design Fund IV, L.P. F1, F4, F5
transaction NUVL Series A Preferred Stock Conversion of derivative security -13M -100% 0 Aug 2, 2021 Class B Common Stock 2.42M Through Deerfield Healthcare Innovations Fund, L.P. F1, F4, F5
transaction NUVL Series B Preferred Stock Conversion of derivative security -4.83M -100% 0 Aug 2, 2021 Class A Common Stock 898K Through Deerfield Private Design Fund IV, L.P. F2, F4, F5
transaction NUVL Series B Preferred Stock Conversion of derivative security -4.83M -100% 0 Aug 2, 2021 Class A Common Stock 898K Through Deerfield Private Design Fund IV, L.P. F2, F4, F5
transaction NUVL Class B Common Stock Conversion of derivative security +2.42M 2.42M Aug 2, 2021 Class A Common Stock 2.42M Through Deerfield Private Design Fund IV, L.P. F1, F3, F4, F5
transaction NUVL Class B Common Stock Conversion of derivative security +2.42M 2.42M Aug 2, 2021 Class A Common Stock 2.42M Through Deerfield Healthcare Innovations Fund, L.P. F1, F3, F4, F5
transaction NUVL Class B Common Stock Purchase $5.1M +300K +12.41% $17.00 2.72M Aug 2, 2021 Class A Common Stock 300K Through Deerfield Private Design Fund IV, L.P. F3, F4, F5
transaction NUVL Class B Common Stock Purchase $5.1M +300K +12.41% $17.00 2.72M Aug 2, 2021 Class A Common Stock 300K Through Deerfield Healthcare Innovations Fund, 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 Upon the closing of the Issuer's initial public offering, each share of Series A Preferred Stock held by each Fund (as defined below) automatically converted into either (i) approximately 0.18580 shares of the Issuer's Class A common stock or (ii) at the election of such Fund, approximately 0.18580 shares of the Issuer's Class B common stock. Each Fund elected to have 2,417,628 shares of common stock issuable to such Fund upon conversion of its Series A Preferred Stock issued in the form of Class B common stock.
F2 Upon the closing of the Issuer's initial public offering, each share of Series B Preferred Stock held by each Fund automatically converted into approximately 0.18580 shares of the Issuer's Class A common stock.
F3 The Class B common stock does not have any voting rights (except in certain circumstances specified in the Issuer's certificate of incorporation) and is otherwise substantially equivalent to the Class A common stock. The Class B common stock is convertible into Class A common stock from time to time at the election of the holder, except that conversion is prohibited to the extent that, upon such conversion, the holder, its affiliates and other persons whose ownership of Class A common stock would be aggregated with that of such holder for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, would exceed 4.9% of the total number of shares of Class A common stock then outstanding.
F4 This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. (collectively with Fund IV, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt IV, L.P., Deerfield Mgmt HIF, L.P. and Deerfield Management Company, L.P.
F5 In accordance with Instruction 4 (b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds is reported herein. 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 of 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 4 with regard to DA32 Life Science Tech Acquisition Corp. filed with the Securities and Exchange Commission on August 3, 2021 by Deerfield Partners, L.P., Deerfield Mgmt, L.P., Deerfield Management Company, L.P. and James E. Flynn.