Xiangmin Cui - 03 Sep 2024 Form 4 Insider Report for Nuvation Bio Inc. (NUVB)

Role
Director
Signature
/s/ Xiangmin Cui
Issuer symbol
NUVB
Transactions as of
03 Sep 2024
Net transactions value
$0
Form type
4
Filing time
05 Sep 2024, 16:15:06 UTC
Previous filing
26 Jun 2024
Next filing
03 Mar 2026

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NUVB Class A Common Stock Conversion of derivative security +967,100 +308% 1,281,206 04 Sep 2024 By Decheng Capital China Life Sciences USD Fund III, L.P. F1, F2
transaction NUVB Class A Common Stock Conversion of derivative security +5,157,900 +210% 7,611,031 04 Sep 2024 By Decheng Capital Global Healthcare Fund (Master), LP F1, F3
transaction NUVB Class A Common Stock Conversion of derivative security +12,879,200 +308% 17,062,202 04 Sep 2024 By Decheng Anbio Limited F1, F4

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 Series A Preferred Stock Award +9,671 9,671 03 Sep 2024 Class A Common Stock 967,100 By Decheng Capital China Life Sciences USD Fund III, L.P. F2, F5, F6, F7
transaction NUVB Series A Preferred Stock Award +51,579 51,579 03 Sep 2024 Class A Common Stock 5,157,900 By Decheng Capital Global Healthcare Fund (Master), LP F3, F5, F6, F7
transaction NUVB Series A Preferred Stock Award +128,792 128,792 03 Sep 2024 Class A Common Stock 12,879,200 By Decheng Anbio Limited F4, F5, F6, F7
transaction NUVB Warrants (Right to Buy) Award +32,877 32,877 03 Sep 2024 Class A Common Stock 32,877 $11.50 By Decheng Capital China Life Sciences USD Fund III, L.P. F2, F6, F7, F8
transaction NUVB Warrants (Right to Buy) Award +175,346 175,346 03 Sep 2024 Class A Common Stock 175,346 $11.50 By Decheng Capital Global Healthcare Fund (Master), LP F3, F6, F7, F8
transaction NUVB Warrants (Right to Buy) Award +437,834 437,834 03 Sep 2024 Class A Common Stock 437,834 $11.50 By Decheng Anbio Limited F4, F6, F7, F8
transaction NUVB Series A Preferred Stock Conversion of derivative security -9,671 -100% 0 04 Sep 2024 Class A Common Stock 967,100 By Decheng Capital China Life Sciences USD Fund III, L.P. F1, F2, F5, F7
transaction NUVB Series A Preferred Stock Conversion of derivative security -51,579 -100% 0 04 Sep 2024 Class A Common Stock 5,157,900 By Decheng Capital Global Healthcare Fund (Master), LP F1, F3, F5, F7
transaction NUVB Series A Preferred Stock Conversion of derivative security -128,792 -100% 0 04 Sep 2024 Class A Common Stock 12,879,200 By Decheng Anbio Limited F1, F4, F5, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 In accordance with the Certificate of Designation of Preferences, Rights and Limitations of the Series A Non-Voting Convertible Preferred Stock (the "Series A Preferred Stock"), these shares of Series A Preferred Stock were automatically converted to Class A common stock based on the conversion ratio described in footnote 5, for no additional consideration, effective as of 5:00 p.m. Eastern time on September 4, 2024, the first business day following the satisfaction of the Convertibility Condition (as defined in footnote 6).
F2 These securities are owned directly by Decheng Capital China Life Sciences USD Fund III, L.P. ("Fund III"). The Reporting Person is the manager of Decheng Capital Management III (Cayman), LLC, the general partner of Fund III. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.
F3 These securities are owned directly by Decheng Capital Global Healthcare Fund (Master), LP ("Healthcare"). The Reporting Person is the indirect managing member and ultimate beneficial owner of Decheng Capital Global Healthcare GP, LLC, the general partner of Healthcare. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.
F4 These securities are owned directly by Decheng Anbio Limited ("SPV"). The Reporting Person is a director of SPV. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.
F5 Upon satisfaction of the Convertibility Condition, each share of Series A Preferred Stock became automatically convertible into 100 shares of Class A common stock, for no additional consideration, effective as of 5:00 p.m. Eastern time on September 4, 2024.
F6 The Series A Preferred Stock and Warrants were originally acquired on April 9, 2024. Upon issuance, the Series A Preferred Stock was not convertible into, and the Warrants were not exercisable for, Class A common stock until the Issuer's stockholders approved the issuance of the Class A common stock issuable upon conversion of the Series A Preferred Stock and exercise of Warrants (the "Convertibility Condition"). Because of the Convertibility Condition, the Series A Preferred Stock and the Warrants were not considered derivative securities and were, therefore, not reportable under Section 16 of the Securities Exchange Act, until such condition was satisfied. The Convertibility Condition was satisfied on September 3, 2024.
F7 Received pursuant to the Agreement and Plan of Merger and Reorganization, dated as of March 24, 2024, by and among 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.
F8 Upon satisfaction of the Convertibility Condition, the Warrants became exercisable for Class A common stock at any time at the option of the holder.