Nuvalent, Inc. — Director's Dealing 2021

Jul 30, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Nuvalent, Inc. (NUVL)
CIK: 0001861560
Period of Report: 2021-07-28

Reporting Person: Flynn James E (Director, 10% Owner, Director by Deputization)
Reporting Person: DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) (Director, 10% Owner, Director by Deputization)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-07-28	Stock Option (Right to Buy)	$17.00	A	43000	Acquired	2031-07-28	Class A Common Stock (43000)	Indirect
2021-07-28	Stock Option (Right to Buy)	$17.00	A	43000	Acquired	2031-07-28	Class A Common Stock (43000)	Indirect

Footnotes

F1: Cameron Wheeler, a partner in Deerfield Management Company, L.P. ("Deerfield Management"), serves as a director of the Issuer. The option granted to Mr. Wheeler and reported herein is held for the benefit, and at the direction, of Deerfield Management.

F2: The option was granted to Mr. Wheeler on July 28, 2021 and is scheduled to vest and become exercisable as follows: 1/3 of the option will vest on July 29, 2022 and the remainder will vest over the next two years in equal monthly installments, subject to Mr. Wheeler's continued service to the Company through the applicable vesting date.

F3: Joseph Pearlberg, an employee in Deerfield Management, serves as a director of the Issuer. The option granted to Mr. Pearlberg and reported herein is held for the benefit, and at the direction, of Deerfield Management.

F4: The option was granted to Mr. Pearlberg on July 28, 2021 and is scheduled to vest and become exercisable as follows: 1/3 of the option will vest on July 29, 2022 and the remainder will vest over the next two years in equal monthly installments, subject to Mr. Pearlberg's continued service to the Company through the applicable vesting date.

F5: 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"). James E. Flynn is the sole member of the general partner of Deerfield Management. 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.