Nuvalent, Inc. — Director's Dealing 2021

Aug 4, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Nuvalent, Inc. (NUVL)
CIK: 0001861560
Period of Report: 2021-08-02

Reporting Person: Hack Andrew A. F. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-08-02	Class A Common Stock	C	2693014	—	Acquired	2693014	Indirect
2021-08-02	Class A Common Stock	P	735000	$17.00	Acquired	3428014	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-08-02	Series B Preferred Stock	$	C	14494154	Disposed		Class A Common Stock (2693014)	Indirect

Footnotes

F1: Represents securities held directly by Bain Capital Life Sciences Fund II, L.P. ("BCLS II"), BCLS II Investco, LP ("BCLS II Investco") and BCIP Life Sciences Associates, LP ("BCIPLS" and, together with BCLS II and BCLS II Investco, the "Bain Capital Life Sciences Entities").

F2: Bain Capital Life Sciences Investors, LLC ("BCLSI") (i) is the ultimate general partner of each of BCLS II and BCLS II Investco and (ii) governs the investment strategy and decision-making process with respect to investments held by BCIPLS. Dr. Hack is a Managing Director of BCLSI. As a result, Dr. Hack may be deemed to share voting and dispositive power with respect to the securities held by the Bain Capital Life Sciences Entities. Dr. Hack disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

F3: Each share of the Issuer's Series B Preferred Stock automatically converted into 0.1858 shares of the Issuer's Class A Common Stock immediately prior to the closing of the Issuer's initial public offering.

F4: On August 2, 2021, BCLS II Investco purchased 735,000 shares of the Issuer's Class A Common Stock at a price of $17.00 per share in the Issuer's initial public offering.