Darlene Noci - Jul 19, 2023 Form 4 Insider Report for Nuvalent, Inc. (NUVL)

Role
Chief Development Officer
Signature
/s/ Deborah A. Miller, attorney-in-fact
Stock symbol
NUVL
Transactions as of
Jul 19, 2023
Transactions value $
-$682,802
Form type
4
Date filed
7/21/2023, 04:47 PM
Previous filing
Jul 6, 2023
Next filing
Aug 1, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NUVL Class A Common Stock Options Exercise $4.92K +4.56K $1.08* 4.56K Jul 19, 2023 Direct F1
transaction NUVL Class A Common Stock Sale -$205K -4.56K -100% $45.04 0 Jul 19, 2023 Direct F1, F2
transaction NUVL Class A Common Stock Options Exercise $11.8K +10.9K $1.08* 10.9K Jul 20, 2023 Direct F1
transaction NUVL Class A Common Stock Sale -$494K -10.9K -100% $45.17 0 Jul 20, 2023 Direct F1, F3

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) Options Exercise $0 -4.56K -4.52% $0.00 96.3K Jul 19, 2023 Class A Common Stock 4.56K $1.08 Direct F1, F4
transaction NUVL Stock Option (Right to Buy) Options Exercise $0 -10.9K -11.36% $0.00 85.4K Jul 20, 2023 Class A Common Stock 10.9K $1.08 Direct F1, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 These transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 2, 2022.
F2 The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.00 to $45.13, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, Nuvalent, Inc. or any security holder of Nuvalent, Inc., upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2) and (3) of this Form 4.
F3 The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.00 to $45.39, inclusive.
F4 The shares underlying this option vest as follows: 25% of the shares vested on January 11, 2022, and the remainder have vested or shall vest over the next three years thereafter in equal monthly installments, subject to continued service to Nuvalent, Inc. through the applicable vesting date.