0001193805-24-000809.txt : 20240614 0001193805-24-000809.hdr.sgml : 20240614 20240614170546 ACCESSION NUMBER: 0001193805-24-000809 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20240612 FILED AS OF DATE: 20240614 DATE AS OF CHANGE: 20240614 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) CENTRAL INDEX KEY: 0001009258 ORGANIZATION NAME: STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40671 FILM NUMBER: 241045848 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 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40671 FILM NUMBER: 241045849 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE STREET 2: 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] ORGANIZATION NAME: 03 Life Sciences 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 4 1 e663722_4-biomx.xml X0508 4 2024-06-12 0 0001861560 Nuvalent, Inc. NUVL 0001352546 Flynn James E 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK NY 10010 1 0 1 1 Director by Deputization 0001009258 DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK NY 10010 1 0 1 1 Director by Deputization 0 Class A Common Stock 2024-06-12 4 A 0 2499 0 A 2499 I Through Deerfield Management Company, L.P. Class A Common Stock 2024-06-12 4 A 0 2499 0 A 2499 I Through Deerfield Management Company, L.P. Class A Common Stock 650000 I Deerfield Partners, L.P. Class A Common Stock 9670512 I Through Deerfield Private Design Fund IV, L.P. Class A Common Stock 9670512 I Through Deerfield Healthcare Innovations Fund, L.P. Stock Option (Right to Buy) 80.03 2024-06-12 4 A 0 3789 0 A 2034-06-12 Class A Common Stock 3789 3789 I Through Deerfield Management Company, L.P. Stock Option (Right to Buy) 80.03 2024-06-12 4 A 0 3789 0 A 2034-06-12 Class A Common Stock 3789 3789 I Through Deerfield Management Company, L.P. 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. 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. 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. 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. 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. 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. Each of Cameron Wheeler, who is a partner in Deerfield Management, and Joseph Pearlberg, who is an employee of Deerfield Management, 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 BiomX Inc. filed with the Securities and Exchange Commission on March 19, 2024 by Deerfield Private Design Fund V, L.P., Deerfield Healthcare Innovations Fund II, L.P., Deerfield Mgmt V, L.P., Deerfield Mgmt HIF II, L.P., Deerfield Management Company, L.P. and James E. Flynn. /s/ Jonathan Isler, Attorney-in-Fact 2024-06-14 EX-99 2 e663722_ex99.htm

 

Joint Filer Information

 

Names: Deerfield Management Company, 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: June 12, 2024

 

The undersigned, Deerfield Management Company, L.P., is jointly filing the attached Statement of Changes in Beneficial Ownership on Form 4 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  
  Jonathan Isler, Attorney-In-Fact