Nuvalent, Inc. — Director's Dealing 2024

Jun 14, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Nuvalent, Inc. (NUVL)
CIK: 0001861560
Period of Report: 2024-06-12

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)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-06-12	Class A Common Stock	A	2499	—	Acquired	2499	Indirect
2024-06-12	Class A Common Stock	A	2499	—	Acquired	2499	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-06-12	Stock Option (Right to Buy)	$80.03	A	3789	Acquired	2034-06-12	Class A Common Stock (3789)	Indirect
2024-06-12	Stock Option (Right to Buy)	$80.03	A	3789	Acquired	2034-06-12	Class A Common Stock (3789)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	650000	Indirect
Class A Common Stock	9670512	Indirect
Class A Common Stock	9670512	Indirect

Footnotes

F1: Cameron Wheeler, a partner in Deerfield Management Company, L.P. ("Deerfield Management"), serves as a director of the Issuer. The reported shares of Class A Common Stock are issuable under restricted stock units ("RSUs") granted to Mr. Wheeler, which are held for the benefit, and at the direction, of Deerfield Management. Each RSU represents the right to receive one share of the Issuer's Class A Common Stock. The RSUs vest in full on the earlier of June 12, 2025 or the date of the Issuer's next annual meeting of stockholders, subject to Mr. Wheeler's continued service to the Issuer through the applicable vesting date.

F2: Joseph Pearlberg, an employee of Deerfield Management, serves as a director of the Issuer. The reported shares of Class A Common Stock are issuable under restricted stock units ("RSUs") granted to Mr. Pearlberg, which are held for the benefit, and at the direction, of Deerfield Management. Each RSU represents the right to receive one share of the Issuer's Class A Common Stock. The RSUs vest in full on the earlier of June 12, 2025 or the date of the Issuer's next annual meeting of stockholders, subject to Mr. Pearlberg's continued service to the Issuer through the applicable vesting date.

F3: 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"). 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.

F4: The option was granted to Mr. Wheeler on June 12, 2024 and is scheduled to vest and become exercisable on the earlier of June 12, 2025 and the date of the Issuer's next annual meeting of stockholders, subject to Mr. Wheeler's continued service to the Issuer through the applicable vesting date. Such Option is held for the benefit, and at the direction, or Deerfield Management.

F5: The option was granted to Mr. Pearlberg on June 12, 2024 and is scheduled to vest and become exercisable on the earlier of June 12, 2025 and the date of the Issuer's next annual meeting of stockholders, subject to Mr. Pearlberg's continued service to the Issuer through the applicable vesting date. Such Option is held for the benefit, and at the direction, or Deerfield Management.

F6: 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.