Nuvalent, Inc. — Director's Dealing 2021

Jul 29, 2021

SEC Form 3 — Initial Statement of 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)
Reporting Person: Deerfield Mgmt HIF, L.P. (Director, 10% Owner, Director by Deputization)
Reporting Person: Deerfield Healthcare Innovations Fund, L.P. (Director, 10% Owner, Director by Deputization)
Reporting Person: Deerfield Mgmt IV, L.P. (Director, 10% Owner, Director by Deputization)
Reporting Person: Deerfield Private Design Fund IV, L.P. (Director, 10% Owner, Director by Deputization)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	278700	Indirect
Class A Common Stock	278700	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Preferred Stock	$		Class A Common Stock (10911768)		Indirect
Series A Preferred Stock	$		Class A Common Stock (10911768)		Indirect
Series B Preferred Stock	$		Class A Common Stock (897671)		Indirect
Series B Preferred Stock	$		Class A Common Stock (897671)		Indirect

Footnotes

F1: Prior to the closing of the Issuer's initial public offering (the "IPO"), each share of Series A Preferred Stock is convertible, at the option of the holder, into approximately 0.18580 shares of the Issuer's Class A common stock (after giving effect to the 1-for-5.38213 reverse split of the Issuer's common stock effected by the Issuer on July 23, 2021 (the "Reverse Split")).

F2: Upon the closing of the Issuer's IPO, each share of Series A Preferred Stock and each share of Series B Preferred Stock will automatically convert into approximately 0.18580 shares of the Issuer's Class A common stock (after giving effect to the Reverse Split); provided that an aggregate of 4,835,256 of the shares issuable upon such conversion of Series A Preferred Stock Preferred Stock (after giving effect to the Reverse Split) held by the Funds will be issued in the form of Class B Common Stock (with the specific shares of Series A Preferred Stock and/or Series B Preferred Stock to be converted into such shares of Class B Common Stock to be as designated by the Funds prior to the effective date of such conversion). Each of the Funds has elected to have 2,417,628 shares of common stock issuable upon conversion of its Series A Preferred Stock issued in the form of Class B common stock. Each fund reserves its right to modify such election prior to the closing of the Issuer's IPO.

F3: The Class B common stock does not have any voting rights (except in certain circumstances specified in the Issuer's certificate of incorporation) and is otherwise substantially equivalent to the Class A common stock. The Class B common stock is convertible into Class A common stock, except that conversion is prohibited to the extent that, upon such conversion, the holder, its affiliates and other persons whose ownership of Class A common stock would be aggregated with that of such holder for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, would exceed 4.9% of the total number of shares of Class A common stock then outstanding.

F4: Prior to the closing of the Issuer's IPO, each share of Series B Preferred Stock is convertible, at the option of the holder, into approximately 0.18580 shares of the Issuer's Class A common stock (after giving effect to the Reverse Split).

F5: This Form 3 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). 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 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 IV, L.P., Deerfield Mgmt HIF, L.P. and Deerfield Management Company, L.P.

F6: In accordance with Instruction 5 (b)(iv) to Form 3, the entire amount of the Issuer's securities held by the Funds is reported herein. 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.