Nuvalent, Inc. — Director's Dealing 2022

Nov 8, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Nuvalent, Inc. (NUVL)
CIK: 0001861560
Period of Report: 2022-11-03

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 PARTNERS, L.P. (Director, 10% Owner, * Director by deputization)
Reporting Person: Deerfield Mgmt 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)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-11-03	Class A Common Stock	P	650000	$33.50	Acquired	650000	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	9670512	Indirect
Class A Common Stock	9670512	Indirect

Footnotes

F1: This Form 4 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, L.P. is the general partner of Deerfield Partners, L.P. ("Deerfield Partners"). 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 Deerfield Partners and 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, L.P., Deerfield Mgmt IV, L.P., Deerfield Mgmt HIF, L.P. and Deerfield Management Company, L.P.

F2: In accordance with Instruction 4 (b)(iv) to Form 4, 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.