SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Flynn James E (Last) (First) (Middle) 345 PARK AVENUE SOUTH, 12 FLOOR (Street) NEW YORK NY 10010 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/28/2021	3. Issuer Name and Ticker or Trading Symbol Nuvalent, Inc. [ NUVL ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) X Other (specify below) Director by Deputization	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	278,700	I	Through Deerfield Private Design Fund IV, L.P.(5)(6)
Class A Common Stock	278,700	I	Through Deerfield Healthcare Innovations Fund, L.P.(5)(6)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(1)(2)	(1)(2)	Class A Common Stock(2)(3)	10,911,768(1)(2)	(1)(2)	I	Through Deerfield Private Design Fund IV, L.P.(5)(6)
Series A Preferred Stock	(1)(2)	(1)(2)	Class A Common Stock(2)(3)	10,911,768(1)(2)	(1)(2)	I	Through Deerfield Healthcare Innovations Fund, L.P.(5)(6)
Series B Preferred Stock	(2)(4)	(2)(4)	Class A Common Stock(2)(3)	897,671(1)	(2)(4)	I	Through Deerfield Private Design Fund IV, L.P.(5)(6)
Series B Preferred Stock	(2)(4)	(2)(4)	Class A Common Stock(2)(3)	897,671(2)(3)	(2)(4)	I	Through Deerfield Healthcare Innovations Fund, L.P.(5)(6)

1. Name and Address of Reporting Person* Flynn James E (Last) (First) (Middle) 345 PARK AVENUE SOUTH, 12 FLOOR (Street) NEW YORK NY 10010 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) X Other (specify below) Director by Deputization

1. Name and Address of Reporting Person* DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) (Last) (First) (Middle) 345 PARK AVENUE SOUTH, 12 FLOOR (Street) NEW YORK NY 10010 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) X Other (specify below) Director by Deputization

1. Name and Address of Reporting Person* Deerfield Mgmt HIF, L.P. (Last) (First) (Middle) 345 PARK AVENUE SOUTH, 12 FLOOR (Street) NEW YORK NY 10010 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) X Other (specify below) Director by Deputization

1. Name and Address of Reporting Person* Deerfield Healthcare Innovations Fund, L.P. (Last) (First) (Middle) 345 PARK AVENUE SOUTH, 12 FLOOR (Street) NEW YORK NY 10010 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) X Other (specify below) Director by Deputization

1. Name and Address of Reporting Person* Deerfield Mgmt IV, L.P. (Last) (First) (Middle) 345 PARK AVENUE SOUTH, 12 FLOOR (Street) NEW YORK NY 10010 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) X Other (specify below) Director by Deputization

1. Name and Address of Reporting Person* Deerfield Private Design Fund IV, L.P. (Last) (First) (Middle) 345 PARK AVENUE SOUTH, 12 FLOOR (Street) NEW YORK NY 10010 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) X Other (specify below) Director by Deputization

Explanation of Responses:

1. 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")).

2. 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.

3. 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.

4. 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).

5. 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.

6. 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.

Remarks:

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	07/28/2021
	** Signature of Reporting Person	Date
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