Junyuan Jerry Wang - Apr 9, 2024 Form 4 Insider Report for Nuvation Bio Inc. (NUVB)

Role
CEO, ANHEART THERAPEUTICS LTD., Director
Signature
/s/ Ron Metzger, Attorney-in-Fact
Stock symbol
NUVB
Transactions as of
Apr 9, 2024
Transactions value $
$0
Form type
4
Date filed
4/11/2024, 06:30 PM
Next filing
Sep 5, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NUVB Class A Common Stock Award $0 +1.38M $0.00 1.38M Apr 9, 2024 Direct F1, F2, F3
transaction NUVB Class A Common Stock Award $0 +551K $0.00 551K Apr 9, 2024 By LLC F1, 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 NUVB Stock Option (Right to Buy) Award $0 +487K $0.00 487K Apr 9, 2024 Class A Common Stock 487K $0.68 Direct F6, F7
transaction NUVB Stock Option (Right to Buy) Award $0 +388K $0.00 388K Apr 9, 2024 Class A Common Stock 388K $0.68 Direct F8, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Received pursuant to the Agreement and Plan of Merger and Reorganization, dated as of March 24, 2024, by and among Nuvation Bio Inc. (the "Issuer"), AnHeart Therapeutics Ltd. ("AnHeart"), Artemis Merger Sub I, Ltd., a wholly owned subsidiary of the Issuer ("Merger Sub I"), and Artemis Merger Sub II, Ltd., a wholly owned subsidiary of the Issuer ("Merger Sub II"), whereby Merger Sub I merged with and into AnHeart, with AnHeart surviving such merger as a direct, wholly owned subsidiary of the Issuer (the "First Merger"). Immediately following the First Merger, AnHeart, as the surviving company of the First Merger, merged with and into Merger Sub II, with Merger Sub II surviving such merger as a direct, wholly owned subsidiary of the Issuer (the "Second Merger" and, collectively with the First Merger, as appropriate, the "Merger").
F2 Received in exchange for 1,920,000 ordinary shares of AnHeart in connection with the Merger (as described in footnote 1) on April 9, 2024.
F3 Includes 552,852 shares subject to restricted stock units ("RSUs") received in exchange for 315,000 RSUs of AnHeart, which will vest based upon the satisfaction of performance-based criteria.
F4 Received in exchange for 1,280,000 ordinary shares of AnHeart in connection with the Merger (as described in Footnote 1 ) on April 9, 2024.
F5 Shares are held directly by WangWang, LLC, of which the Reporting Person is Manager.
F6 Received in exchange for an option to purchase 277,290 ordinary shares of AnHeart at an exercise price of $1.185 per share in connection with the Merger (as described in footnote 1) on April 9, 2024.
F7 Option vests as to 25% on the first anniversary of 1/1/2021, and the remainder of the shares will vest in 12 successive equal quarterly installments thereafter, subject to Reporting Person's continuous service on each such vesting date.
F8 Received in exchange for an option to purchase 221,242 ordinary shares of AnHeart at an exercise price of $1.185 per share in connection with the Merger (as described in footnote 1) on April 9, 2024.
F9 Option vests as to 25% on the first anniversary of 1/1/2022, and the remainder of the shares will vest in 12 successive equal quarterly installments thereafter, subject to Reporting Person's continuous service on each such vesting date.