EX-24.1

0000950170-24-082989.txt : 20240711 0000950170-24-082989.hdr.sgml : 20240711 20240711164503 ACCESSION NUMBER: 0000950170-24-082989 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20240709 FILED AS OF DATE: 20240711 DATE AS OF CHANGE: 20240711 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Pelish Henry E. CENTRAL INDEX KEY: 0002029477 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40671 FILM NUMBER: 241112484 MAIL ADDRESS: STREET 1: ONE BROADWAY STREET 2: 14TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 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 3 1 ownership.xml 3 X0206 3 2024-07-09 0 0001861560 Nuvalent, Inc. NUVL 0002029477 Pelish Henry E. C/O NUVALENT, INC. ONE BROADWAY, 14TH FLOOR CAMBRIDGE MA 02142 false true false false Chief Scientific Officer Class A Common Stock 63495 D Stock Option (Right to Buy) 0.65 2030-05-25 Class A Common Stock 5914 D Stock Option (Right to Buy) 0.87 2030-12-15 Class A Common Stock 9627 D Stock Option (Right to Buy) 1.08 2031-02-16 Class A Common Stock 8085 D Stock Option (Right to Buy) 6.89 2031-04-29 Class A Common Stock 3258 D Stock Option (Right to Buy) 18.93 2032-01-04 Class A Common Stock 18281 D Stock Option (Right to Buy) 27.85 2033-01-06 Class A Common Stock 32452 D Stock Option (Right to Buy) 29.33 2033-03-01 Class A Common Stock 32175 D Stock Option (Right to Buy) 72.35 2034-01-05 Class A Common Stock 28900 D Includes 20,200 shares of Nuvalent, Inc. Class A Common Stock issuable under restricted stock units ("RSUs"). Each RSU represents the right to receive one share of Nuvalent, Inc. Class A Common Stock. The RSUs vest in three equal annual installments following January 5, 2024, subject to continued service to Nuvalent, Inc. through the applicable vesting date. The shares underlying this option are fully vested. The shares underlying this option vest as follows: 25% of the 57,759 shares originally underlying the option vested on August 3, 2021 and the remainder have vested or shall vest over the three years thereafter in equal monthly installments, subject to continued service to Nuvalent, Inc. through the applicable vesting date. The shares underlying this option vest as follows: 25% of the 27,720 shares originally underlying the option vested on February 1, 2022 and the remainder have vested or shall vest over the three years thereafter in equal monthly installments, subject to continued service to Nuvalent, Inc. through the applicable vesting date. The shares underlying this option vest as follows: 25% of the 9,198 shares originally underlying the option vested on April 29, 2022 and the remainder have vested or shall vest over the three years thereafter in equal monthly installments, subject to continued service to Nuvalent, Inc. through the applicable vesting date. The shares underlying this option vest as follows: 25% of the 35,100 shares originally underlying the option vested on January 4, 2023 and the remainder have vested or shall vest over the three years thereafter in equal monthly installments, subject to continued service to Nuvalent, Inc. through the applicable vesting date. The 42,100 shares originally underlying this option have vested or shall vest over the four years following January 6, 2023 in equal monthly installments, subject to continued service to Nuvalent, Inc. through the applicable vesting date. The 39,600 shares originally underlying this option have vested or shall vest over the four years following March 1, 2023 in equal monthly installments, subject to continued service to Nuvalent, Inc. through the applicable vesting date. The shares underlying this option have vested or shall vest over the four years following January 5, 2024 in equal monthly installments, subject to continued service to Nuvalent, Inc. through the applicable vesting date. Exhibit Index: 24.1 - Power of Attorney /s/ Nathan McConarty, attorney-in-fact 2024-07-11 EX-24.1 2 nuvl-ex24_1.htm EX-24.1 EX-24.1

Exhibit 24.1

LIMITED POWER OF ATTORNEY

The undersigned hereby constitutes and appoints each of James R. Porter, Alexandra Balcom, Deborah Miller and Nathan McConarty, signing singly, and with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of Nuvalent, Inc. (the “Company”), from time to time the following U.S. Securities and Exchange Commission (“SEC”) forms: (i) Form ID, including any attached documents (such as Update Passphrase Authentication), to effect the assignment of codes to the undersigned to be used in the transmission of information to the SEC using the EDGAR System; (ii) Form 3, Initial Statement of Beneficial Ownership of Securities in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder (the “Exchange Act”), including any attached documents; (iii) Form 4, Statement of Changes in Beneficial Ownership of Securities in accordance with Section 16(a) of the Exchange Act, including any attached documents; (iv) Form 5, Annual Statement of Beneficial Ownership of Securities in accordance with Section 16(a) of the Exchange Act, including any attached documents; (v) Schedules 13D and 13G; and (vi) amendments of each thereof, in accordance with the Exchange Act, including any attached documents;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to prepare, complete and execute any such Form 3, 4 or 5, Schedule 13D or 13G, or any amendment(s) thereto, and timely file such form(s) with the SEC and any securities exchange, national association or similar authority;

(3) seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information regarding transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to such attorney‑in‑fact and approves and ratifies any such release of information; and

(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact, acting singly, full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney and the rights and powers herein granted. The undersigned

acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 or Regulation 13D-G of the Exchange Act. The undersigned hereby agrees to indemnify the attorneys-in-fact and the Company from and against any demand, damage, loss, cost or expense arising from any false or misleading information provided by the undersigned to the attorneys-in-fact.

This Limited Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file such forms with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. This Limited Power of Attorney supersedes any prior power of attorney in connection with the undersigned’s capacity as an officer and/or director of the Company. This Limited Power of Attorney shall expire as to any individual attorney-in-fact if such attorney-in-fact ceases to be an employee of the Company.

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to

be executed as of July 9, 2024.

    /s/ Henry E. Pelish

   

    Henry E. Pelish

   