Deerfield Management Company, L.P.'s Form 4 filing
Nuvalent, Inc. (NUVL) · filed Jul 17, 2026
- Accession no.
- 0001193805-26-000978
- Filed
- Jul 17, 2026, 3:27 PM ET
- Trade date
- Jul 15, 2026
- Filing delay
- 2 days
- Rule 10b5-1 plan
- Not checked
This filing lists 6 non-derivative transactions and 12 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 |
| Deerfield Mgmt L.P.CIK 0001010823 | Director, 10% Owner, Other: Director by Deputization |
| Deerfield Partners, L.P.CIK 0001301041 | 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 |
|---|---|---|---|---|---|---|---|---|
| Jul 15, 2026 | Class A Common Stock | DReturned to the companyDisposed | −8,299,225 | $124.00F1 | −$1,029,103,900 | 0 | Indirect | |
| Jul 15, 2026 | Class A Common Stock | DReturned to the companyDisposed | −8,299,225 | $124.00F1 | −$1,029,103,900 | 0 | Indirect | |
| Jul 15, 2026 | Class A Common Stock | DReturned to the companyDisposed | −650,000 | $124.00F1 | −$80,600,000 | 0 | Indirect | |
| Jul 15, 2026 | Class A Common Stock | ULess common codeDisposed | −5,146 | $124.00F2 | −$638,104 | 0 | Indirect | |
| Jul 15, 2026 | Class A Common Stock | ULess common codeDisposed | −5,146 | $124.00F2 | −$638,104 | 0 | Indirect | |
| Jul 15, 2026 | Class A Common Stock - Restricted Stock Units | DReturned to the companyDisposed | −3,444 | $124.00F5 | −$427,056 | 0 | 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 |
|---|---|---|---|---|---|---|---|---|
| Jul 15, 2026 | Class A Common Stock | DReturned to the companyDisposed | −2,717,627 | $124.00F1 | −$336,985,748 | 0 | Indirect | |
| Jul 15, 2026 | Class A Common Stock | DReturned to the companyDisposed | −2,717,627 | $124.00F1 | −$336,985,748 | 0 | Indirect | |
| Jul 15, 2026 | Class A Common Stock | DReturned to the companyDisposed | −43,000 | –F7 | – | 0 | Indirect | |
| Jul 15, 2026 | Class A Common Stock | DReturned to the companyDisposed | −43,000 | –F7 | – | 0 | Indirect | |
| Jul 15, 2026 | Class A Common Stock | DReturned to the companyDisposed | −20,000 | –F7 | – | 0 | Indirect | |
| Jul 15, 2026 | Class A Common Stock | DReturned to the companyDisposed | −20,000 | –F7 | – | 0 | Indirect | |
| Jul 15, 2026 | Class A Common Stock | DReturned to the companyDisposed | −15,000 | –F7 | – | 0 | Indirect | |
| Jul 15, 2026 | Class A Common Stock | DReturned to the companyDisposed | −15,000 | –F7 | – | 0 | Indirect | |
| Jul 15, 2026 | Class A Common Stock | DReturned to the companyDisposed | −3,789 | –F7 | – | 0 | Indirect | |
| Jul 15, 2026 | Class A Common Stock | DReturned to the companyDisposed | −3,789 | –F7 | – | 0 | Indirect | |
| Jul 15, 2026 | Class A Common Stock | DReturned to the companyDisposed | −4,147 | –F7 | – | 0 | Indirect | |
| Jul 15, 2026 | Class A Common Stock | DReturned to the companyDisposed | −4,147 | –F7 | – | 0 | 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
Pursuant to the Agreement and Plan of Merger, dated June 9, 2026 (the "Merger Agreement"), by and among (i) the Issuer, (ii) GlaxoSmithKline LLC ("Parent"), (iii) Harmony Row Acquisition Co. ("Purchaser") and (iv) solely for purposes of Section 9.14 therein, GSK plc, upon the effective time of the merger contemplated thereby (the "Merger") each share of Class A Common Stock and each share of Class B Common Stock beneficially owned by the Reporting Persons was cancelled and converted into the right to receive $124.00, in cash. The disposition or deemed disposition of such securities by the Reporting Persons pursuant to the Merger Agreement was exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.
Referenced by the price of 3 transactions in Table I and 2 transactions in Table II.
- F2
Pursuant to the Merger Agreement, on July 15, 2026, Purchaser completed a tender offer (the "Offer") to purchase all outstanding shares of the Issuer's Class A Common Stock and Class B Common Stock. The reported shares were tendered to, and accepted by, the Purchaser in exchange for the offer price of $124.00 per share, in cash.
Referenced by the price of 2 transactions in Table I.
- F5
The reported shares of Class A Common Stock were issuable under restricted stock units ("RSUs") granted to Dr. Wheeler, which were held for the benefit, and at the direction, of Deerfield Management. Pursuant to the Merger Agreement, each of the reported RSUs was cancelled and converted into the right of the holder to receive an amount in cash (without interest and less applicable withholding taxes) equal to the product of (x) the total number of shares subject to (or deliverable under) such RSU immediately prior to the effective time of the Merger and (y) $124.00. The disposition or deemed disposition of such securities pursuant to the Merger Agreement was exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.
Referenced by the price of 1 transaction in Table I.
- F7
Pursuant to the Merger Agreement, each option to purchase shares of Class A Common Stock that was outstanding immediately prior to the effective time of the Merger was cancelled and converted into the right of the holder to receive an amount in cash (without interest and less applicable withholding taxes) equal to the product of (x) the total number of shares subject to such stock option immediately prior to the effective time of the Merger and (y) the excess, if any, of $124.00 over the applicable exercise price per share under such stock option. The disposition or deemed disposition of such securities by the reporting Persons pursuant to the Merger Agreement was exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.
Referenced by the price of 10 transactions in Table II.
Remarks
Prior to the consummation of the Merger, Cameron Wheeler, a partner in Deerfield Management, served 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.