Nuvation Bio Inc. — Director's Dealing 2024

Apr 12, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Nuvation Bio Inc. (NUVB)
CIK: 0001811063
Period of Report: 2024-04-09

Reporting Person: Wang Junyuan Jerry (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-04-09	Class A Common Stock	A	1378989	—	Acquired	1378989	Direct
2024-04-09	Class A Common Stock	A	550758	—	Acquired	550758	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-04-09	Stock Option (Right to Buy)	$0.68	A	486669	Acquired	2028-12-31	Class A Common Stock (486669)	Direct
2024-04-09	Stock Option (Right to Buy)	$0.68	A	388299	Acquired	2029-12-31	Class A Common Stock (388299)	Direct

Footnotes

F1: Received pursuant to the Agreement and Plan of Merger and Reorganization, dated as of March 24, 2024, by and among Nuvation Bio Inc. (the "Issuer"), AnHeart Therapeutics Ltd. ("AnHeart"), Artemis Merger Sub I, Ltd., a wholly owned subsidiary of the Issuer ("Merger Sub I"), and Artemis Merger Sub II, Ltd., a wholly owned subsidiary of the Issuer ("Merger Sub II"), whereby Merger Sub I merged with and into AnHeart, with AnHeart surviving such merger as a direct, wholly owned subsidiary of the Issuer (the "First Merger"). Immediately following the First Merger, AnHeart, as the surviving company of the First Merger, merged with and into Merger Sub II, with Merger Sub II surviving such merger as a direct, wholly owned subsidiary of the Issuer (the "Second Merger" and, collectively with the First Merger, as appropriate, the "Merger").

F2: Received in exchange for 1,920,000 ordinary shares of AnHeart in connection with the Merger (as described in footnote 1) on April 9, 2024.

F3: Includes 552,852 shares subject to restricted stock units ("RSUs") received in exchange for 315,000 RSUs of AnHeart, which will vest based upon the satisfaction of performance-based criteria.

F4: Received in exchange for 1,280,000 ordinary shares of AnHeart in connection with the Merger (as described in Footnote 1 ) on April 9, 2024.

F5: Shares are held directly by WangWang, LLC, of which the Reporting Person is Manager.

F6: Received in exchange for an option to purchase 277,290 ordinary shares of AnHeart at an exercise price of $1.185 per share in connection with the Merger (as described in footnote 1) on April 9, 2024.

F7: Option vests as to 25% on the first anniversary of 1/1/2021, and the remainder of the shares will vest in 12 successive equal quarterly installments thereafter, subject to Reporting Person's continuous service on each such vesting date.

F8: Received in exchange for an option to purchase 221,242 ordinary shares of AnHeart at an exercise price of $1.185 per share in connection with the Merger (as described in footnote 1) on April 9, 2024.

F9: Option vests as to 25% on the first anniversary of 1/1/2022, and the remainder of the shares will vest in 12 successive equal quarterly installments thereafter, subject to Reporting Person's continuous service on each such vesting date.