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* EcoR1 Panacea Holdings II, LLC (Last) (First) (Middle) C/O PANACEA ACQUISITION CORP. II, 357 TEHAMA STREET, FLOOR 3 (Street) SAN FRANCISCO CA 94103 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/06/2020	3. Issuer Name and Ticker or Trading Symbol Panacea Acquisition Corp. II [ PANA ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	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)

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

1. Name and Address of Reporting Person* EcoR1 Panacea Holdings II, LLC (Last) (First) (Middle) C/O PANACEA ACQUISITION CORP. II, 357 TEHAMA STREET, FLOOR 3 (Street) SAN FRANCISCO CA 94103 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* NODELMAN OLEG (Last) (First) (Middle) C/O PANACEA ACQUISITION CORP. II, 357 TEHAMA STREET, FLOOR 3 (Street) SAN FRANCISCO CA 94103 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner X Officer (give title below) Other (specify below) CEO and Chairman of the Board

1. Name and Address of Reporting Person* EcoR1 Capital Fund, L.P. (Last) (First) (Middle) C/O PANACEA ACQUISITION CORP. II, 357 TEHAMA STREET, FLOOR 3 (Street) SAN FRANCISCO CA 94103 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* EcoR1 Capital Fund Qualified, L.P. (Last) (First) (Middle) C/O PANACEA ACQUISITION CORP. II, 357 TEHAMA STREET, FLOOR 3 (Street) SAN FRANCISCO CA 94103 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* EcoR1 Venture Opportunity Fund, LP (Last) (First) (Middle) C/O PANACEA ACQUISITION CORP. II, 357 TEHAMA STREET, FLOOR 3 (Street) SAN FRANCISCO CA 94103 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* EcoR1 Capital, LLC (Last) (First) (Middle) C/O PANACEA ACQUISITION CORP. II, 357 TEHAMA STREET, FLOOR 3 (Street) SAN FRANCISCO CA 94103 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Biotech Opportunity GP, LLC (Last) (First) (Middle) C/O PANACEA ACQUISITION CORP. II, 357 TEHAMA STREET, FLOOR 3 (Street) SAN FRANCISCO CA 94103 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

Remarks:

Oleg Nodelman, the manager of each of the General Partners, serves on the board of directors of the Panacea Acquisition Corp. II. For the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of the Reporting Persons (other than Mr. Nodelman) may be deemed a director by deputization with respect to the issuer on the basis of Mr. Nodelman's service on the issuer's board of directors.

No securities are beneficially owned.

	EcoR1 Panacea Holdings II, LLC, By: /s/ Oleg Nodelman, Chief Executive Officer	04/06/2021
	/s/ Oleg Nodelman	04/06/2021
	EcoR1 Capital Fund, L.P., By: /s/ Oleg Nodelman, Manager of EcoR1 Capital, LLC, its general partner	04/06/2021
	EcoR1 Capital Fund Qualified, L.P., By: /s/ Oleg Nodelman, Manager of EcoR1 Capital, LLC, its general partner	04/06/2021
	EcoR1 Venture Opportunity Fund, L.P., By: /s/ Oleg Nodelman, Manager of Biotech Opportunity GP, LLC, its general partner	04/06/2021
	EcoR1 Capital, LLC, By: /s/ Oleg Nodelman, Manager	04/06/2021
	Biotech Opportunity GP, LLC, By: /s/ Oleg Nodelman, Manager	04/06/2021
	** Signature of Reporting Person	Date
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