Deerfield Management Company, L.P.'s Form 4 filing
Nuvalent, Inc. (NUVL) · filed Aug 4, 2021
- Accession no.
- 0001193805-21-001101
- Filed
- Aug 4, 2021, 6:05 PM ET
- Trade date
- Aug 2, 2021
- Filing delay
- 2 days
- Rule 10b5-1 plan
- Not on the form (before 2023)
This filing lists 4 non-derivative transactions and 10 derivative transactions. It was filed 2 days after the trade.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Deerfield Management Company, L.P.CIK 0001009258 | Director, 10% Owner, Other: Director by Deputization |
| Flynn James ECIK 0001352546 | Director, 10% Owner, Other: Director by Deputization |
| Deerfield Healthcare Innovations Fund, L.P.CIK 0001646981 | Director, 10% Owner, Other: Director by Deputization |
| Deerfield Mgmt HIF, L.P.CIK 0001665736 | Director, 10% Owner, Other: Director by Deputization |
| Deerfield Private Design Fund IV, L.P.CIK 0001680307 | Director, 10% Owner, Other: Director by Deputization |
| Deerfield Mgmt IV, L.P.CIK 0001713467 | Director, 10% Owner, Other: Director by Deputization |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Aug 2, 2021 | Class A Common Stock | CConversionAcquired | +8,494,140 | –F1 | – | 8,772,840 | Indirect | |
| Aug 2, 2021 | Class A Common Stock | CConversionAcquired | +8,494,140 | –F1 | – | 8,772,840 | Indirect | |
| Aug 2, 2021 | Class A Common Stock | CConversionAcquired | +897,671 | –F2 | – | 9,670,511 | Indirect | |
| Aug 2, 2021 | Class A Common Stock | CConversionAcquired | +897,671 | –F2 | – | 9,670,511 | Indirect |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Aug 2, 2021 | Class A Common Stock | CConversionDisposed | −8,494,140 | –F1 | – | 13,011,988 | Indirect | |
| Aug 2, 2021 | Class A Common Stock | CConversionDisposed | −8,494,140 | –F1 | – | 13,011,988 | Indirect | |
| Aug 2, 2021 | Class B Common Stock | CConversionDisposed | −2,417,628 | –F1 | – | 0 | Indirect | |
| Aug 2, 2021 | Class B Common Stock | CConversionDisposed | −2,417,628 | –F1 | – | 0 | Indirect | |
| Aug 2, 2021 | Class A Common Stock | CConversionDisposed | −897,671 | –F2 | – | 0 | Indirect | |
| Aug 2, 2021 | Class A Common Stock | CConversionDisposed | −897,671 | –F2 | – | 0 | Indirect | |
| Aug 2, 2021 | Class A Common Stock | CConversionAcquired | +2,417,628 | –F1 | – | 2,417,628 | Indirect | |
| Aug 2, 2021 | Class A Common Stock | CConversionAcquired | +2,417,628 | –F1 | – | 2,417,628 | Indirect | |
| Aug 2, 2021 | Class A Common Stock | PPurchaseAcquired | +300,000 | $17.00 | +$5,100,000 | 2,717,628 | Indirect | |
| Aug 2, 2021 | Class A Common Stock | PPurchaseAcquired | +300,000 | $17.00 | +$5,100,000 | 2,717,628 | Indirect |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
Upon the closing of the Issuer's initial public offering, each share of Series A Preferred Stock held by each Fund (as defined below) automatically converted into either (i) approximately 0.18580 shares of the Issuer's Class A common stock or (ii) at the election of such Fund, approximately 0.18580 shares of the Issuer's Class B common stock. Each Fund elected to have 2,417,628 shares of common stock issuable to such Fund upon conversion of its Series A Preferred Stock issued in the form of Class B common stock.
Referenced by the price of 2 transactions in Table I and 6 transactions in Table II.
- F2
Upon the closing of the Issuer's initial public offering, each share of Series B Preferred Stock held by each Fund automatically converted into approximately 0.18580 shares of the Issuer's Class A common stock.
Referenced by the price of 2 transactions in Table I and 2 transactions in Table II.
Remarks
Each of Cameron Wheeler, a partner in Deerfield Management, and Joseph Pearlberg, 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 4 with regard to DA32 Life Science Tech Acquisition Corp. filed with the Securities and Exchange Commission on August 3, 2021 by Deerfield Partners, L.P., Deerfield Mgmt, L.P., Deerfield Management Company, L.P. and James E. Flynn.