James E. Flynn - 22 Oct 2024 Form 4 Insider Report for Nuvalent, Inc. (NUVL)

Role
Director, * Director by deputization, 10%+ Owner
Signature
/s/ Jonathan Isler, Attorney-in-Fact
Issuer symbol
NUVL
Transactions as of
22 Oct 2024
Net transactions value
-$195,500,000
Form type
4
Filing time
24 Oct 2024, 16:08:04 UTC
Previous filing
17 Sep 2024
Next filing
13 Nov 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NUVL Class A Common Stock Sale $97,750,000 -1,000,000 -10% $97.75 8,670,512 22 Oct 2024 Through Deerfield Private Design Fund IV, L.P. F1, F2
transaction NUVL Class A Common Stock Sale $97,750,000 -1,000,000 -10% $97.75 8,670,512 22 Oct 2024 Through Deerfield Healthcare Innovations Fund, L.P. F1, F2
holding NUVL Class A Common Stock 650,000 22 Oct 2024 Through Deerfield Partners, L.P. F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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, L.P. is the general partner of Deerfield Partners, L.P. ("Deerfield Partners"). 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 Deerfield Partners and 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, L.P., Deerfield Mgmt IV, L.P., Deerfield Mgmt HIF, L.P. and Deerfield Management Company, L.P.
F2 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 3 with regard to BiomX Inc. filed with the Securities and Exchange Commission on March 19, 2024 by Deerfield Private Design Fund V, L.P., Deerfield Healthcare Innovations Fund II, L.P., Deerfield Mgmt V, L.P., Deerfield Mgmt HIF II, L.P., Deerfield Management Company, L.P. and James E. Flynn.