Nuvation Bio Inc. — Director's Dealing 2021

Feb 12, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Nuvation Bio Inc. (NUVB)
CIK: 0001811063
Period of Report: 2021-02-10

Reporting Person: Hung David (Director, President and CEO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-10	Class A Common Stock	A	56645012	—	Acquired	56645012	Direct
2021-02-10	Class A Common Stock	A	2000000	$10.00	Acquired	58645012	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-10	Class B Common Stock	$	A	1000000	Acquired		Class A Common Stock (1000000)	Direct

Footnotes

F1: Received pursuant to the Agreement and Plan of Merger, dated as of October 20, 2020, by and among Panacea Acquisition Corp. ("Panacea") and Panacea Merger Subsidiary Corp., a direct, wholly-owned subsidiary of Panacea ("Merger Sub"), and Nuvation Bio Inc. ("Legacy Nuvation") pursuant to which, as a result of a merger between Legacy Nuvation and Merger Sub, Legacy Nuvation became a direct, wholly-owned subsidiary of Panacea, which subsequently changed its name to Nuvation Bio Inc. (the "Issuer").

F2: On October 20, 2020, the Issuer entered into subscription agreements (the "Subscription Agreements") with certain investors (the "PIPE Investors") pursuant to which such investors agreed to purchase, immediately prior to the closing of the Business Combination, as defined herein, an aggregate of $476,550,000 of the Issuer's shares of Class A Common Stock at a price of $10.00 per share, or an aggregate of 47,655,000 shares of Class A Common Stock. The Reporting Person is among the PIPE Investors.

F3: Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. Each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon the earliest of: (i) any transfer, whether or not for value, except for certain "Permitted Transfers" as defined in the Issuer's amended and restated certificate of incorporation, (ii) the death of the Reporting Person in the case of shares held directly or in a trustee capacity, and (iii) the tenth anniversary of the Issuer's initial public offering of its Class A Common Stock.