0001209191-21-010367.txt : 20210212 0001209191-21-010367.hdr.sgml : 20210212 20210212175903 ACCESSION NUMBER: 0001209191-21-010367 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210210 FILED AS OF DATE: 20210212 DATE AS OF CHANGE: 20210212 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Omega Fund V, L.P. CENTRAL INDEX KEY: 0001641354 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39351 FILM NUMBER: 21630407 BUSINESS ADDRESS: STREET 1: 888 BOYLSTON ST., SUITE 1111 CITY: BOSTON STATE: MA ZIP: 02199 BUSINESS PHONE: 617-502-6538 MAIL ADDRESS: STREET 1: 888 BOYLSTON ST., SUITE 1111 CITY: BOSTON STATE: MA ZIP: 02199 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Omega Fund V GP, L.P. CENTRAL INDEX KEY: 0001641355 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39351 FILM NUMBER: 21630408 BUSINESS ADDRESS: STREET 1: 888 BOYLSTON ST., SUITE 1111 CITY: BOSTON STATE: MA ZIP: 02199 BUSINESS PHONE: 617-502-6538 MAIL ADDRESS: STREET 1: 888 BOYLSTON ST., SUITE 1111 CITY: BOSTON STATE: MA ZIP: 02199 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Omega Fund V GP Manager, Ltd. CENTRAL INDEX KEY: 0001641348 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39351 FILM NUMBER: 21630409 BUSINESS ADDRESS: STREET 1: 888 BOYLSTON ST., SUITE 1111 CITY: BOSTON STATE: MA ZIP: 02199 BUSINESS PHONE: 617-502-6538 MAIL ADDRESS: STREET 1: 888 BOYLSTON ST., SUITE 1111 CITY: BOSTON STATE: MA ZIP: 02199 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stampacchia Otello CENTRAL INDEX KEY: 0001361712 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39351 FILM NUMBER: 21630410 MAIL ADDRESS: STREET 1: 888 BOYLSTON ST., SUITE 1111 CITY: BOSTON STATE: MA ZIP: 02199 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Nessi Claudio CENTRAL INDEX KEY: 0001722050 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39351 FILM NUMBER: 21630411 MAIL ADDRESS: STREET 1: C/O NEOMED STREET 2: 7 PLACE DU MOLARD CITY: 1204 GENEVA STATE: V8 ZIP: 1204 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Paster Anne-Mari CENTRAL INDEX KEY: 0001652863 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39351 FILM NUMBER: 21630412 MAIL ADDRESS: STREET 1: C/O OMEGA FUND MANAGEMENT, LLC STREET 2: 888 BOYLSTON ST., SUITE 1111 CITY: BOSTON STATE: MA ZIP: 02199 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DOIG MICHELLE CENTRAL INDEX KEY: 0001832320 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39351 FILM NUMBER: 21630413 MAIL ADDRESS: STREET 1: C/O OMEGA ALPHA SPAC STREET 2: 888 BOYLSTON STREET SUITE 1111 CITY: BOSTON STATE: MA ZIP: 02199 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Nuvation Bio Inc. CENTRAL INDEX KEY: 0001811063 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 850862255 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 357 TEHAMA STREET, FLOOR 3 CITY: SAN FRANCISCO STATE: CA ZIP: 94103 BUSINESS PHONE: (415) 754-3517 MAIL ADDRESS: STREET 1: 357 TEHAMA STREET, FLOOR 3 CITY: SAN FRANCISCO STATE: CA ZIP: 94103 FORMER COMPANY: FORMER CONFORMED NAME: Panacea Acquisition Corp DATE OF NAME CHANGE: 20200430 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-02-10 0 0001811063 Nuvation Bio Inc. NUVB 0001641354 Omega Fund V, L.P. 888 BOYLSTON ST., STE. 1111 BOSTON MA 02199 0 0 1 0 0001641355 Omega Fund V GP, L.P. 888 BOYLSTON ST., STE. 1111 BOSTON MA 02199 0 0 1 0 0001641348 Omega Fund V GP Manager, Ltd. 888 BOYLSTON ST., STE. 1111 BOSTON MA 02199 0 0 1 0 0001361712 Stampacchia Otello C/O OMEGA FUND V, LP 888 BOYLSTON ST., STE. 1111 BOSTON MA 02199 0 0 1 0 0001722050 Nessi Claudio C/O OMEGA FUND V, LP 888 BOYLSTON ST., STE. 1111 BOSTON MA 02199 0 0 1 0 0001652863 Paster Anne-Mari C/O OMEGA FUND V, LP 888 BOYLSTON ST., STE. 1111 BOSTON MA 02199 0 0 1 0 0001832320 DOIG MICHELLE C/O OMEGA FUND V, L.P. 888 BOYLSTON ST., STE. 1111 BOSTON MA 02199 1 0 0 0 Class A Common Stock 2021-02-10 4 C 0 8130097 A 27712373 D Class A Common Stock 2021-02-10 4 A 0 500000 10.00 A 28212373 D Series A Preferred Stock 2021-02-10 4 C 0 8130097 0.00 D Class A Common Stock 8130097 0 D 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"). The transactions contemplated by the Merger Agreement are referred to herein as the "Business Combination." Includes 19,582,276 shares issued in connection with the conversion of shares of Class A Common Stock in the Business Combination, as defined herein. The reported securities are held directly by Omega Fund V, L.P. ("Omega V"). The reported securities may be deemed to be beneficially owned by each of Omega Fund V GP, L.P. ("Omega V GP"), as the general partner of Omega V, and Omega Fund V GP Manager, Ltd. ("Omega V GP Manager"), as the general partner of Omega V GP. Otello Stampacchia, Anne-Mari Paster and Claudio Nessi (the "Omega Directors") are all the shareholders and directors of Omega V GP Manager and have shared voting and investment power over the shares held by Omega V. Michelle Doig is a partner of Omega V and shares voting and investment power over the shares held by Omega V. Each of Omega V GP, Omega Fund V GP Manager, the Omega Directors and Michelle Doig disclaims beneficial ownership of the securities reported herein, except to the extent of its or their pecuniary interest therein, if any. 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. Each share of Series A Preferred Stock stock automatically converted into Class A Common Stock on a 1-for-1 basis immediately prior to the closing of the Business Combination and has no expiration date nor conversion price. /s/ Ron A. Metzger, as an authorized signatory for each Reporting Person. 2021-02-12