SEC FORM 3

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^*

Furlong Tammy

(Last)

(First)

(Middle)

C/O ELEVATION ONCOLOGY, INC.

888 SEVENTH AVENUE, 12TH FLOOR

(Street)

NEW YORK

10106

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/12/2023

3. Issuer Name and Ticker or Trading Symbol
Elevation Oncology, Inc. [ ELEV ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CHIEF FINANCIAL OFFICER

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Option (Right to Buy)	⁽¹⁾	05/06/2031	Common Stock	79,327	$3.09	D
Stock Option (Right to Buy)	⁽¹⁾	06/02/2031	Common Stock	79,327	$3.09	D
Stock Option (Right to Buy)	⁽²⁾	02/29/2032	Common Stock	35,000	$3.31	D
Stock Option (Right to Buy)	⁽³⁾	01/05/2033	Common Stock	52,500	$0.75	D
Stock Option (Right to Buy)	⁽⁴⁾	02/14/2033	Common Stock	28,800	$0.98	D
Restricted Stock Unit	⁽⁵⁾	⁽⁶⁾	Common Stock	4,800	⁽⁷⁾	D

Explanation of Responses:

1. The stock option vested as to 25% of the total shares on April 26, 2022, and thereafter vests as to 1/48 of the total shares monthly until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date.

2. The stock option vested as to 25% of the total shares on March 1, 2023, and thereafter vests as to 1/48 of the total shares monthly until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date.

3. The stock option vested as to 25% of the total shares on January 6, 2023, and thereafter vests as to 1/48 of the total shares monthly until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date.

4. The stock option vests as to 25% of the total shares on February 15, 2024, and thereafter vests as to 1/48 of the total shares monthly until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date.

5. 25% of the restricted stock units ("RSUs") will vest on February 15, 2024, and the remainder will vest as to 1/16 of the total RSUs quarterly until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date.

6. The RSUs do not expire; they either vest or are canceled prior to the vesting date.

7. Each RSU represents a contingent right to receive one share of the Issuer's common stock.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Robert Yang, Attorney-in-Fact	07/14/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.