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