Junyuan Jerry Wang - Sep 3, 2024 Form 4 Insider Report for Nuvation Bio Inc. (NUVB)

Signature
/s/ Ron A. Metzger, Attorney-in-Fact
Stock symbol
NUVB
Transactions as of
Sep 3, 2024
Transactions value $
$0
Form type
4
Date filed
9/5/2024, 04:46 PM
Previous filing
Apr 11, 2024
Next filing
Nov 13, 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 +2.54M +184.45% 3.92M Sep 4, 2024 Direct F1
transaction NUVB Class A Common Stock Conversion of derivative security +1.7M +307.88% 2.25M Sep 4, 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 +25.4K 25.4K Sep 3, 2024 Class A Common Stock 2.54M Direct F3, F4, F5
transaction NUVB Series A Preferred Stock Award +17K 17K Sep 3, 2024 Class A Common Stock 1.7M By LLC F2, F3, F4, F5
transaction NUVB Warrants (Right to Buy) Award +86.5K 86.5K Sep 3, 2024 Class A Common Stock 86.5K $11.50 Direct F4, F5
transaction NUVB Warrants (Right to Buy) Award +57.6K 57.6K Sep 3, 2024 Class A Common Stock 57.6K $11.50 By LLC F2, F4, F5
transaction NUVB Series A Preferred Stock Conversion of derivative security -25.4K -100% 0 Sep 4, 2024 Class A Common Stock 2.54M Direct F1, F3, F4, F5
transaction NUVB Series A Preferred Stock Conversion of derivative security -17K -100% 0 Sep 4, 2024 Class A Common Stock 1.7M 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.