Quick Takeaways
- This page summarizes Junyuan Jerry Wang's Form 4 filing for Nuvation Bio Inc. (NUVB).
- 8 reported transactions and 6 derivative rows are listed below.
- Filing timestamp: 05 Sep 2024, 16:46.
Junyuan Jerry Wang - 03 Sep 2024 Form 4 Insider Report for Nuvation Bio Inc. (NUVB)
- Signature
- /s/ Ron A. Metzger, Attorney-in-Fact
- Issuer symbol
- NUVB
- Transactions as of
- 03 Sep 2024
- Net transactions value
- $0
- Form type
- 4
- Filing time
- 05 Sep 2024, 16:46:57 UTC
- Previous filing
- 11 Apr 2024
- Next filing
- 13 Nov 2024
- SEC
- View on sec.gov
Quoteable Key Fact
"Junyuan Jerry Wang filed Form 4 for Nuvation Bio Inc. (NUVB) on 05 Sep 2024."
What Changed
- Previous filing in this sequence was filed on 11 Apr 2024.
- Current net transaction value: $0.
Why This Matters
- This tells you what this filing adds before you inspect full transaction and derivative tables.
- You can trace every row back to the original SEC filing document.
Official SEC Source
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 | +2,543,600 | +184% | 3,922,589 | 04 Sep 2024 | Direct | F1 | ||
| transaction | NUVB | Class A Common Stock | Conversion of derivative security | +1,695,700 | +308% | 2,246,458 | 04 Sep 2024 | By LLC | F1, F2 |
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 | +25,436 | 25,436 | 03 Sep 2024 | Class A Common Stock | 2,543,600 | Direct | F3, F4, F5 | ||||
| transaction | NUVB | Series A Preferred Stock | Award | +16,957 | 16,957 | 03 Sep 2024 | Class A Common Stock | 1,695,700 | By LLC | F2, F3, F4, F5 | ||||
| transaction | NUVB | Warrants (Right to Buy) | Award | +86,471 | 86,471 | 03 Sep 2024 | Class A Common Stock | 86,471 | $11.50 | Direct | F4, F5 | |||
| transaction | NUVB | Warrants (Right to Buy) | Award | +57,647 | 57,647 | 03 Sep 2024 | Class A Common Stock | 57,647 | $11.50 | By LLC | F2, F4, F5 | |||
| transaction | NUVB | Series A Preferred Stock | Conversion of derivative security | -25,436 | -100% | 0 | 04 Sep 2024 | Class A Common Stock | 2,543,600 | Direct | F1, F3, F4, F5 | |||
| transaction | NUVB | Series A Preferred Stock | Conversion of derivative security | -16,957 | -100% | 0 | 04 Sep 2024 | Class A Common Stock | 1,695,700 | By LLC | F1, F2, F3, F4, F5 |
* 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 3, 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 4). |
| F2 | Shares are held directly by WangWang, LLC, of which the Reporting Person is Manager. |
| F3 | 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. |
| F4 | 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. |
| F5 | 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. |