0001193805-21-001077.txt : 20210728 0001193805-21-001077.hdr.sgml : 20210728 20210728185809 ACCESSION NUMBER: 0001193805-21-001077 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210728 FILED AS OF DATE: 20210728 DATE AS OF CHANGE: 20210728 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) CENTRAL INDEX KEY: 0001009258 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40671 FILM NUMBER: 211124170 BUSINESS ADDRESS: STREET 1: 345 PARK AVENUE SOUTH, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 2125511600 MAIL ADDRESS: STREET 1: 345 PARK AVENUE SOUTH, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 FORMER NAME: FORMER CONFORMED NAME: DEERFIELD MANAGEMENT CO DATE OF NAME CHANGE: 20131114 FORMER NAME: FORMER CONFORMED NAME: DEERFIELD MANAGEMENT CO /NY DATE OF NAME CHANGE: 19981022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Flynn James E CENTRAL INDEX KEY: 0001352546 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40671 FILM NUMBER: 211124171 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Deerfield Healthcare Innovations Fund, L.P. CENTRAL INDEX KEY: 0001646981 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40671 FILM NUMBER: 211124168 BUSINESS ADDRESS: STREET 1: 780 THIRD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-551-1600 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Deerfield Mgmt HIF, L.P. CENTRAL INDEX KEY: 0001665736 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40671 FILM NUMBER: 211124169 BUSINESS ADDRESS: STREET 1: 780 THIRD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-551-1600 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER NAME: FORMER CONFORMED NAME: Deerfield Mgmt HIF, L.P DATE OF NAME CHANGE: 20160202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Deerfield Private Design Fund IV, L.P. CENTRAL INDEX KEY: 0001680307 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40671 FILM NUMBER: 211124166 BUSINESS ADDRESS: STREET 1: 780 THIRD AVENUE 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212)551-1600 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Deerfield Mgmt IV, L.P. CENTRAL INDEX KEY: 0001713467 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40671 FILM NUMBER: 211124167 BUSINESS ADDRESS: STREET 1: 780 THIRD AVENUE, 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-551-1600 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE, 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Nuvalent, Inc. CENTRAL INDEX KEY: 0001861560 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE BROADWAY, 14TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 508-446-2272 MAIL ADDRESS: STREET 1: ONE BROADWAY, 14TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 3 1 e620826_3-nuvalent.xml X0206 3 2021-07-28 0 0001861560 Nuvalent, Inc. NUVL 0001352546 Flynn James E 345 PARK AVENUE SOUTH, 12 FLOOR NEW YORK NY 10010 1 0 1 1 Director by Deputization 0001009258 DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) 345 PARK AVENUE SOUTH, 12 FLOOR NEW YORK NY 10010 1 0 1 1 Director by Deputization 0001665736 Deerfield Mgmt HIF, L.P. 345 PARK AVENUE SOUTH, 12 FLOOR NEW YORK NY 10010 1 0 1 1 Director by Deputization 0001646981 Deerfield Healthcare Innovations Fund, L.P. 345 PARK AVENUE SOUTH, 12 FLOOR NEW YORK NY 10010 1 0 1 1 Director by Deputization 0001713467 Deerfield Mgmt IV, L.P. 345 PARK AVENUE SOUTH, 12 FLOOR NEW YORK NY 10010 1 0 1 1 Director by Deputization 0001680307 Deerfield Private Design Fund IV, L.P. 345 PARK AVENUE SOUTH, 12 FLOOR NEW YORK NY 10010 1 0 1 1 Director by Deputization Class A Common Stock 278700 I Through Deerfield Private Design Fund IV, L.P. Class A Common Stock 278700 I Through Deerfield Healthcare Innovations Fund, L.P. Series A Preferred Stock Class A Common Stock 10911768 I Through Deerfield Private Design Fund IV, L.P. Series A Preferred Stock Class A Common Stock 10911768 I Through Deerfield Healthcare Innovations Fund, L.P. Series B Preferred Stock Class A Common Stock 897671 I Through Deerfield Private Design Fund IV, L.P. Series B Preferred Stock Class A Common Stock 897671 I Through Deerfield Healthcare Innovations Fund, L.P. 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")). 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. 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. 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). 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. 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. Please see Joint Filer Information Statement attached as Exhibit 99 hereto. Each of Cameron Wheeler and Joseph Pearlberg, each of whom is an employee of Deerfield Management Company, serves as a director of the Issuer. Jonathan Isler, Attorney-in-Fact: Power of Attorney, which is hereby incorporated by reference to Exhibit 24 to a Form 3 with regard to Proteon Therapeutics, Inc. filed with the Securities and Exchange Commission on August 4, 2017 by Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P., Deerfield International Master Fund, L.P., Deerfield Private Design Fund III, L.P., Deerfield Private Design Fund IV, L.P., Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Mgmt IV, L.P., Deerfield Management Company, L.P., and James E. Flynn. /s/ Jonathan Isler, Attorney-in-Fact 2021-07-28 EX-99 2 e620826_ex99.htm

Joint Filer Information

Name:	Deerfield Mgmt IV, L.P., Deerfield Mgmt HIF, L.P., Deerfield Management Company, L.P., Deerfield Private Design Fund IV, L.P. and Deerfield Healthcare Innovations Fund, L.P.

Address:	345 Park Avenue South, 12th Floor New York, NY 10010

Designated Filer:	James E. Flynn

Issuer and Ticker Symbol:	Nuvalent, Inc. [NUVL]

Date of Event Requiring Statement:	July 28, 2021

The undersigned, Deerfield Mgmt IV, L.P., Deerfield Mgmt HIF, L.P., Deerfield Management Company, L.P., Deerfield Private Design Fund IV, L.P. and Deerfield Healthcare Innovations Fund, L.P., are jointly filing the attached Initial Statement of Beneficial Ownership of Securities on Form 3 with James E. Flynn with respect to the beneficial ownership of securities of Nuvalent, Inc.

Signatures:

DEERFIELD MANAGEMENT COMPANY, L.P.

By: Flynn Management LLC, General Partner

By: /s/ Jonathan Isler