EcoR1 Panacea Holdings II, LLC - Apr 28, 2023 Form 4 Insider Report for Panacea Acquisition Corp. II (PANA)

Role: Director, 10%+ Owner
Signature: EcoR1 Panacea Holdings II, LLC, By: /s/ Oleg Nodelman, Chief Executive Officer
Stock symbol: PANA
Transactions as of: Apr 28, 2023
Transactions value $: $0
Form type: 4
Date filed: 5/2/2023, 05:15 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PANA	Class A ordinary shares	Disposed to Issuer		-545K	-100%		0	Apr 28, 2023	Direct	F1, F2

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

EcoR1 Panacea Holdings II, LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	On April 10, 2023, Panacea Acquisition Corp. II (the "Company") announced that it did not consummate an initial business combination by April 9, 2023, the deadline under its Amended and Restated Memorandum and Articles of Association. In connection with the winding up of the Company, the Class A ordinary shares, par value $0.0001 per share, held by the Reporting Persons were surrendered for no consideration on April 28, 2023.
F2	The reporting owner, EcoR1 Panacea Holdings II, LLC (the "Sponsor"), in whose name the securities reported herein were held, is managed by its managing members, EcoR1 Capital Fund, L.P., EcoR1 Capital Fund Qualified, L.P. and EcoR1 Venture Opportunity Fund, L.P. The general partner of EcoR1 Capital Fund, L.P. and EcoR1 Capital Fund Qualified, L.P. is EcoR1 Capital, LLC and the general partner of EcoR1 Venture Opportunity Fund, L.P. is Biotech Opportunity GP, LLC (together with EcoR1 Capital, LLC, the "General Partners"). Oleg Nodelman is the manager of each of the General Partners. Each of the Reporting Persons may have been deemed to be a beneficial owner of the shares held by the Sponsor but each (other than the Sponsor) disclaims beneficial ownership of any such shares except to the extent of its respective pecuniary interest therein.

Content

On April 10, 2023, Panacea Acquisition Corp. II (the "Company") announced that it did not consummate an initial business combination by April 9, 2023, the deadline under its Amended and Restated Memorandum and Articles of Association. In connection with the winding up of the Company, the Class A ordinary shares, par value $0.0001 per share, held by the Reporting Persons were surrendered for no consideration on April 28, 2023.

The reporting owner, EcoR1 Panacea Holdings II, LLC (the "Sponsor"), in whose name the securities reported herein were held, is managed by its managing members, EcoR1 Capital Fund, L.P., EcoR1 Capital Fund Qualified, L.P. and EcoR1 Venture Opportunity Fund, L.P. The general partner of EcoR1 Capital Fund, L.P. and EcoR1 Capital Fund Qualified, L.P. is EcoR1 Capital, LLC and the general partner of EcoR1 Venture Opportunity Fund, L.P. is Biotech Opportunity GP, LLC (together with EcoR1 Capital, LLC, the "General Partners"). Oleg Nodelman is the manager of each of the General Partners. Each of the Reporting Persons may have been deemed to be a beneficial owner of the shares held by the Sponsor but each (other than the Sponsor) disclaims beneficial ownership of any such shares except to the extent of its respective pecuniary interest therein.

Remarks:

Oleg Nodelman, the manager of each of the General Partners, serves on the board of directors of the Company. For the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of the Reporting Persons (other than Mr. Nodelman) may be deemed a director by deputization with respect to the Company on the basis of Mr. Nodelman's service on the Company's board of directors.