James E. Flynn - 18 Jun 2025 Form 4 Insider Report for Nuvalent, Inc. (NUVL)

Reporting relationship: Director, Director by Deputization, 10%+ Owner
Issuer ticker: NUVL
Reported as of: 18 Jun 2025
Net transaction value: $0
SEC form: 4
Accepted by SEC: 20 Jun 2025, 21:08:50 UTC
Prior SEC filing: 15 May 2025
Next SEC filing: 01 Jul 2025
Source filing: View source filing
Reporting owner signature: /s/ Jonathan Isler, Attorney-in-Fact

Key filing fact

James E. Flynn filed Form 4 for Nuvalent, Inc. (NUVL) on 20 Jun 2025.

Key facts

This page summarizes James E. Flynn's Form 4 filing for Nuvalent, Inc. (NUVL).
4 reported transactions and 2 derivative rows are listed below.
Accepted by SEC: 20 Jun 2025, 21:08.

Change

Previous filing in this sequence was filed on 15 May 2025.
Current net transaction value: $0.

Research use

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.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (2)

CIK 0001352546 Primary reporting owner

Flynn James E

Relationship: Director, Director by Deputization, 10%+ Owner
Address: 345 PARK AVENUE SOUTH, 12TH FLOOR, NEW YORK
Signature: /s/ Jonathan Isler, Attorney-in-Fact
Signature date: 20 Jun 2025

CIK 0001009258

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C)

Relationship: Director, Director by Deputization, 10%+ Owner
Address: 345 PARK AVENUE SOUTH, 12TH FLOOR, NEW YORK
Signature: /s/ Jonathan Isler, Attorney-in-Fact
Signature date: 20 Jun 2025

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

NUVL transaction

Class A Common Stock

Award

Transaction value: $0
Shares: +2,647
Change %
Price: $0.000000
Shares after: 2,647
Date: 18 Jun 2025
Ownership: Through Deerfield Management Company, L.P.
Footnotes: F1, F3, F7

NUVL transaction

Class A Common Stock

Award

Transaction value: $0
Shares: +2,647
Change %
Price: $0.000000
Shares after: 2,647
Date: 18 Jun 2025
Ownership: Through Deerfield Management Company, L.P.
Footnotes: F2, F3, F7

NUVL holding

Class A Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 4,998
Date: 18 Jun 2025
Ownership: Through Deerfield Management Company, L.P.
Footnotes: F3, F6, F7

NUVL holding

Class A Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 650,000
Date: 18 Jun 2025
Ownership: Deerfield Partners, L.P.
Footnotes: F3, F7

NUVL holding

Class A Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 8,670,512
Date: 18 Jun 2025
Ownership: Through Deerfield Private Design Fund IV, L.P.
Footnotes: F3, F7

NUVL holding

Class A Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 8,670,512
Date: 18 Jun 2025
Ownership: Through Deerfield Healthcare Innovations Fund, L.P.
Footnotes: F3, F7

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

NUVL transaction Derivative

Stock Option (Right to Buy)

Award

Transaction value: $0
Shares: +4,147
Change %
Price: $0.000000
Shares after: 4,147
Date: 18 Jun 2025
Ownership: Through Deerfield Management Company, L.P.
Underlying class: Class A Common Stock
Underlying amount: 4,147
Exercise price: $75.53
Footnotes: F3, F4, F7

NUVL transaction Derivative

Stock Option (Right to Buy)

Award

Transaction value: $0
Shares: +4,147
Change %
Price: $0.000000
Shares after: 4,147
Date: 18 Jun 2025
Ownership: Through Deerfield Management Company, L.P.
Underlying class: Class A Common Stock
Underlying amount: 4,147
Exercise price: $75.53
Footnotes: F3, F5, F7

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 7 footnotes

Footnote F1

Cameron Wheeler, a partner in Deerfield Management Company, L.P. ("Deerfield Management"), serves as a director of the Issuer. The reported shares of Class A Common Stock are issuable under restricted stock units ("RSUs") granted to Mr. Wheeler, which are held for the benefit, and at the direction, of Deerfield Management. Each RSU represents the right to receive one share of the Issuer's Class A Common Stock. The RSUs vest in full on the earlier of June 18, 2026 or the date of the Issuer's next annual meeting of stockholders, subject to Mr. Wheeler's continued service to the Issuer through the applicable vesting date.

Footnote F2

Joseph Pearlberg, an employee of Deerfield Management, serves as a director of the Issuer. The reported shares of Class A Common Stock are issuable under restricted stock units ("RSUs") granted to Mr. Pearlberg, which are held for the benefit, and at the direction, of Deerfield Management. Each RSU represents the right to receive one share of the Issuer's Class A Common Stock. The RSUs vest in full on the earlier of June 18, 2026 or the date of the Issuer's next annual meeting of stockholders, subject to Mr. Pearlberg's continued service to the Issuer through the applicable vesting date.

Footnote F3

This Form 4 is being filed by the undersigned as well as the entity listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. ("Deerfield Partners"). Deerfield Mgmt IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. (collectively with Deerfield Partners and Fund IV, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P., Deerfield Mgmt IV, L.P., Deerfield Mgmt HIF, L.P. and Deerfield Management Company, L.P.

Footnote F4

The option was granted to Mr. Wheeler on June 18, 2025 and is scheduled to vest and become exercisable on the earlier of June 18, 2026 and the date of the Issuer's next annual meeting of stockholders, subject to Mr. Wheeler's continued service to the Issuer through the applicable vesting date. Such Option is held for the benefit, and at the direction, or Deerfield Management.

Footnote F5

The option was granted to Mr. Pearlberg on June 18, 2025 and is scheduled to vest and become exercisable on the earlier of June 18, 2026 and the date of the Issuer's next annual meeting of stockholders, subject to Mr. Pearlberg's continued service to the Issuer through the applicable vesting date. Such Option is held for the benefit, and at the direction, or Deerfield Management.

Footnote F6

Represents shares underlying fully vested restricted stock units originally issued to Messrs. Wheeler and Pearlberg, which shares are held for the benefit, and at the direction, of Deerfield Management.

Footnote F7

For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

SEC remarks

Each of Cameron Wheeler, who is a partner in Deerfield Management, and Joseph Pearlberg, who is an employee of Deerfield Management, serves as a director of the Issuer. Jonathan Isler, Attorney-in-Fact: Power of Attorney, which is hereby incorporated by reference to Exhibit 24 to a Form 3 with regard to BiomX Inc. filed with the Securities and Exchange Commission on March 19, 2024 by Deerfield Private Design Fund V, L.P., Deerfield Healthcare Innovations Fund II, L.P., Deerfield Mgmt V, L.P., Deerfield Mgmt HIF II, L.P., Deerfield Management Company, L.P. and James E. Flynn.