Xiangmin Cui - Sep 3, 2024 Form 4 Insider Report for Nuvation Bio Inc. (NUVB)

Role
Director
Signature
/s/ Xiangmin Cui
Stock symbol
NUVB
Transactions as of
Sep 3, 2024
Transactions value $
$0
Form type
4
Date filed
9/5/2024, 04:15 PM
Previous filing
Jun 26, 2024

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 +967K +307.89% 1.28M Sep 4, 2024 By Decheng Capital China Life Sciences USD Fund III, L.P. F1, F2
transaction NUVB Class A Common Stock Conversion of derivative security +5.16M +210.26% 7.61M Sep 4, 2024 By Decheng Capital Global Healthcare Fund (Master), LP F1, F3
transaction NUVB Class A Common Stock Conversion of derivative security +12.9M +307.89% 17.1M Sep 4, 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 +9.67K 9.67K Sep 3, 2024 Class A Common Stock 967K By Decheng Capital China Life Sciences USD Fund III, L.P. F2, F5, F6, F7
transaction NUVB Series A Preferred Stock Award +51.6K 51.6K Sep 3, 2024 Class A Common Stock 5.16M By Decheng Capital Global Healthcare Fund (Master), LP F3, F5, F6, F7
transaction NUVB Series A Preferred Stock Award +129K 129K Sep 3, 2024 Class A Common Stock 12.9M By Decheng Anbio Limited F4, F5, F6, F7
transaction NUVB Warrants (Right to Buy) Award +32.9K 32.9K Sep 3, 2024 Class A Common Stock 32.9K $11.50 By Decheng Capital China Life Sciences USD Fund III, L.P. F2, F6, F7, F8
transaction NUVB Warrants (Right to Buy) Award +175K 175K Sep 3, 2024 Class A Common Stock 175K $11.50 By Decheng Capital Global Healthcare Fund (Master), LP F3, F6, F7, F8
transaction NUVB Warrants (Right to Buy) Award +438K 438K Sep 3, 2024 Class A Common Stock 438K $11.50 By Decheng Anbio Limited F4, F6, F7, F8
transaction NUVB Series A Preferred Stock Conversion of derivative security -9.67K -100% 0 Sep 4, 2024 Class A Common Stock 967K 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 -51.6K -100% 0 Sep 4, 2024 Class A Common Stock 5.16M By Decheng Capital Global Healthcare Fund (Master), LP F1, F3, F5, F7
transaction NUVB Series A Preferred Stock Conversion of derivative security -129K -100% 0 Sep 4, 2024 Class A Common Stock 12.9M 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.