Amendment: SEC Form SCHEDULE 13G/A filed by Nuvalent Inc.
$NUVL
Biotechnology: Pharmaceutical Preparations
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 5)
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Nuvalent, Inc. (Name of Issuer) |
Class A common stock, $0.0001 par value per share (Title of Class of Securities) |
670703107 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 670703107 |
| 1 | Names of Reporting Persons
Deerfield Management Company, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
23,582,278.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
27.59 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Comprised of (i) an aggregate of 17,991,024 shares of Class A common stock held by Deerfield Partners, L.P., Deerfield Private Design Fund IV, L.P. and Deerfield Healthcare Innovations Fund, L.P., of which Deerfield Management Company, L.P. is the investment advisor, (ii) an aggregate of 5,435,254 shares of Class A common stock issuable upon conversion of an equal number of shares of Class B common stock held by Deerfield Private Design Fund IV, L.P. and Deerfield Healthcare Innovations Fund, L.P., of which Deerfield Management Company, L.P. is the investment advisor and (iii) an aggregate of 156,000 shares of Class A common stock issuable upon exercise of options held by Cam Wheeler and Joe Pearlberg, each of whom is an employee of Deerfield Management Company, L.P., for the benefit and at the direction of Deerfield Management Company, L.P., to the extent such options are currently exercisable or will become exercisable within sixty days. The terms of the Class B common stock restrict the conversion of such shares to the extent that, upon such conversion, the number of shares of Class A common stock then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) "group" would exceed 4.9 percent of the total number of shares of Class A common stock then outstanding (the "Ownership Cap"). Accordingly, notwithstanding the number of shares reported, the reporting person disclaims beneficial ownership of the shares of Class A common stock issuable upon conversion of Class B common stock to the extent that upon such conversion the number of shares beneficially owned by all reporting persons hereunder, in the aggregate, would exceed the Ownership Cap.
SCHEDULE 13G
|
| CUSIP No. | 670703107 |
| 1 | Names of Reporting Persons
Deerfield Mgmt IV, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,388,139.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
13.21 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Comprised of (i) 8,670,512 shares of Class A common stock and (ii) 2,717,627 shares of Class A common stock issuable upon conversion of an equal number of shares of Class B common stock that, in each case, are held by Deerfield Private Design Fund IV, L.P., of which Deerfield Mgmt IV, L.P. is the general partner. The terms of the Class B common stock restrict the conversion of such shares to the extent that, upon such conversion, the number of shares of Class A common stock then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) "group" would exceed 4.9 percent of the total number of shares of Class A common stock then outstanding (the "Ownership Cap"). Accordingly, notwithstanding the number of shares reported, the reporting person disclaims beneficial ownership of the shares of Class A common stock issuable upon conversion of Class B common stock to the extent that upon such conversion the number of shares beneficially owned by all reporting persons hereunder, in the aggregate, would exceed the Ownership Cap.
SCHEDULE 13G
|
| CUSIP No. | 670703107 |
| 1 | Names of Reporting Persons
Deerfield Private Design Fund IV, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,388,139.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
13.21 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Comprised of (i) 8,670,512 shares of Class A common stock and (ii) 2,717,627 shares of Class A common stock issuable upon conversion of an equal number of shares of Class B common stock. The terms of the Class B common stock restrict the conversion of such shares to the extent that, upon such conversion, the number of shares of Class A common stock then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) "group" would exceed 4.9 percent of the total number of shares of Class A common stock then outstanding (the "Ownership Cap"). Accordingly, notwithstanding the number of shares reported, the reporting person disclaims beneficial ownership of the shares of Class A common stock issuable upon conversion of Class B common stock to the extent that upon such conversion the number of shares beneficially owned by all reporting persons hereunder, in the aggregate, would exceed the Ownership Cap.
SCHEDULE 13G
|
| CUSIP No. | 670703107 |
| 1 | Names of Reporting Persons
Deerfield Mgmt HIF, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,388,139.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
13.21 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Comprised of (i) 8,670,512 shares of Class A common stock and (ii) shares of Class A common stock issuable upon conversion of an equal number of shares of 2,717,627 of Class B common stock that, in each case, are held by Deerfield Healthcare Innovations Fund, L.P., of which Deerfield Mgmt HIF, L.P. is the general partner. The terms of the Class B common stock restrict the conversion of such shares to the extent that, upon such conversion, the number of shares of Class A common stock then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) "group" would exceed 4.9 percent of the total number of shares of Class A common stock then outstanding (the "Ownership Cap"). Accordingly, notwithstanding the number of shares reported, the reporting person disclaims beneficial ownership of the shares of Class A common stock issuable upon conversion of Class B common stock to the extent that upon such conversion the number of shares beneficially owned by all reporting persons hereunder, in the aggregate, would exceed the Ownership Cap.
SCHEDULE 13G
|
| CUSIP No. | 670703107 |
| 1 | Names of Reporting Persons
Deerfield Healthcare Innovations Fund, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,388,139.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
13.21 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Comprised of (i) 8,670,512 shares of Class A common stock and (ii) shares of Class A common stock issuable upon conversion of an equal number of shares of 2,717,627 of Class B common stock. The terms of the Class B common stock restrict the conversion of such shares to the extent that, upon such conversion, the number of shares of Class A common stock then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) "group" would exceed 4.9 percent of the total number of shares of Class A common stock then outstanding (the "Ownership Cap"). Accordingly, notwithstanding the number of shares reported, the reporting person disclaims beneficial ownership of the shares of Class A common stock issuable upon conversion of Class B common stock to the extent that upon such conversion the number of shares beneficially owned by all reporting persons hereunder, in the aggregate, would exceed the Ownership Cap.
SCHEDULE 13G
|
| CUSIP No. | 670703107 |
| 1 | Names of Reporting Persons
Deerfield Mgmt, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
650,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Comprised of 650,000 shares of Class A common stock held by Deerfield Partners, L.P., of which Deerfield Mgmt, L.P. is the general partner.
SCHEDULE 13G
|
| CUSIP No. | 670703107 |
| 1 | Names of Reporting Persons
Deerfield Partners, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
650,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. | 670703107 |
| 1 | Names of Reporting Persons
James E. Flynn | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
23,582,278.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
27.59 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Comprised of (i) an aggregate of 17,991,024 shares of Class A common stock held by Deerfield Partners, L.P., Deerfield Private Design Fund IV, L.P. and Deerfield Healthcare Innovations Fund, L.P., (ii) an aggregate of 5,435,254 shares of Class A common stock issuable upon conversion of an equal number of shares of Class B common stock held by Deerfield Private Design Fund IV, L.P. and Deerfield Healthcare Innovations Fund, L.P. and (iii) an aggregate of 156,000 shares of Class A common stock issuable upon exercise of options held by Cam Wheeler and Joe Pearlberg, each of whom is an employee of Deerfield Management Company, L.P., for the benefit and at the direction of Deerfield Management Company, L.P., to the extent such options are currently exercisable or will become exercisable within sixty days. The terms of the Class B common stock restrict the conversion of such shares to the extent that, upon such conversion, the number of shares of Class A common stock then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) "group" would exceed 4.9 percent of the total number of shares of Class A common stock then outstanding (the "Ownership Cap"). Accordingly, notwithstanding the number of shares reported, the reporting person disclaims beneficial ownership of the shares of Class A common stock issuable upon conversion of Class B common stock to the extent that upon such conversion the number of shares beneficially owned by all reporting persons hereunder, in the aggregate, would exceed the Ownership Cap.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Nuvalent, Inc. | |
| (b) | Address of issuer's principal executive offices:
One Broadway, 14th Floor, Cambridge, Massachusetts 02142 | |
| Item 2. | ||
| (a) | Name of person filing:
James E. Flynn, Deerfield Management Company, L.P., Deerfield Mgmt IV, L.P., Deerfield Private Design Fund IV, L.P., Deerfield Mgmt HIF, L.P., Deerfield Healthcare Innovations Fund, L.P., Deerfield Mgmt, L.P. and Deerfield Partners, L.P. | |
| (b) | Address or principal business office or, if none, residence:
James E. Flynn, Deerfield Management Company, L.P., Deerfield Mgmt IV, L.P., Deerfield Private Design Fund IV, L.P., Deerfield Mgmt HIF, L.P., Deerfield Healthcare Innovations Fund, L.P., Deerfield Mgmt, L.P. and Deerfield Partners, L.P. 345 Park Avenue South, 12th Floor, New York, NY 10010 | |
| (c) | Citizenship:
Deerfield Management Company, L.P., Deerfield Mgmt IV, L.P., Deerfield Private Design Fund IV, L.P., Deerfield Mgmt HIF, L.P and Deerfield Healthcare Innovations Fund, L.P., Deerfield Mgmt, L.P. and Deerfield Partners, L.P. - Delaware limited partnerships;
James E. Flynn - United States citizen | |
| (d) | Title of class of securities:
Class A common stock, $0.0001 par value per share | |
| (e) | CUSIP No.:
670703107 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Deerfield Management Company, L.P. - 23,582,278 shares
Deerfield Mgmt IV, L.P. - 11,388,139 shares
Deerfield Mgmt HIF, L.P. - 11,388,139 shares
Deerfield Mgmt, L.P. - 650,000 shares
Deerfield Healthcare Innovations Fund, L.P. - 11,388,139 shares
Deerfield Private Design Fund IV, L.P. - 11,388,139 shares
Deerfield Partners, L.P. - 650,000 shares
James E. Flynn - 23,582,278 shares | |
| (b) | Percent of class:
Deerfield Management Company, L.P. - 27.59%
Deerfield Mgmt IV, L.P. - 13.21%
Deerfield Mgmt HIF, L.P. - 13.21%
Deerfield Mgmt, L.P. - 0.99%
Deerfield Healthcare Innovations Fund, L.P. - 13.21%
Deerfield Private Design Fund IV, L.P. - 13.21%
Deerfield Partners, L.P. - 0.99%
James E. Flynn - 27.59% | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
All Reporting Persons 0 | ||
| (ii) Shared power to vote or to direct the vote:
Deerfield Management Company, L.P. - 23,582,278
Deerfield Mgmt IV, L.P. - 11,388,139
Deerfield Private Design Fund IV, L.P. - 11,388,139
Deerfield Mgmt HIF, L.P. - 11,388,139
Deerfield Healthcare Innovations Fund, L.P. - 11,388,139
Deerfield Mgmt, L.P. - 650,000 shares
Deerfield Partners, L.P. - 650,000 shares
James E. Flynn - 23,582,278 | ||
| (iii) Sole power to dispose or to direct the disposition of:
All Reporting Persons 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Deerfield Management Company, L.P. - 23,582,278
Deerfield Mgmt IV, L.P. - 11,388,139
Deerfield Private Design Fund IV, L.P. - 11,388,139
Deerfield Mgmt HIF, L.P. - 11,388,139
Deerfield Healthcare Innovations Fund, L.P. - 11,388,139
Deerfield Mgmt, L.P. - 650,000 shares
Deerfield Partners, L.P. - 650,000 shares
James E. Flynn - 23,582,278 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit B | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit A. Joint Filing Agreement.
Exhibit B. Item 8 Statement.
Exhibit C. Power of Attorney (1).
(1) Power of Attorney previously filed as Exhibit 24 to a Form 3 with regard to BiomX Inc. filed with the Securities and Exchange Commission on March 19, 2024 by Deerfield Private Design Fund V, L.P., Deerfield Healthcare Innovations Fund II, L.P., Deerfield Mgmt V, L.P., Deerfield Mgmt HIF II, L.P., Deerfield Management Company, L.P. and James E. Flynn. |