James E. Flynn - Jun 15, 2023 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
Jun 15, 2023
Transactions value $
$0
Form type
4
Date filed
6/16/2023, 06:46 PM
Previous filing
Jun 12, 2023
Next filing
Nov 21, 2023

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 +15K $0.00 15K Jun 15, 2023 Class A Common Stock 15K $44.68 Through Deerfield Management Company, L.P. F1, F2, F5
transaction NUVL Stock Option (Right to Buy) Award $0 +15K $0.00 15K Jun 15, 2023 Class A Common Stock 15K $44.68 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 June 15, 2023 and is scheduled to vest and become exercisable on the earlier of June 15, 2024 and the date of the Issuer's next annual meeting of stockholders, subject to Mr. Wheeler's continued service to the Issuer 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 June 15, 2023 and is scheduled to vest and become on the earlier of June 15, 2024 and the date of the Issuer's next annual meeting of stockholders, subject to Mr. Wheeler's continued service to the Issuer 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, who is a partner in Deerfield Management, and Joseph Pearlberg, who is 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.