CEO, ANHEART THERAPEUTICS LTD. Wang Junyuan Jerry converted options into 4,239,300 shares, increasing direct ownership by 184% to 3,922,589 units (SEC Form 4)
$NUVB
Biotechnology: Pharmaceutical Preparations
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Nuvation Bio Inc. [ NUVB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/03/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 09/04/2024 | C | 2,543,600 | A | (1) | 3,922,589 | D | |||
| Class A Common Stock | 09/04/2024 | C | 1,695,700 | A | (1) | 2,246,458 | I | By LLC(2) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A Preferred Stock | (3) | 09/03/2024(4) | A | 25,436(5) | (3) | (3) | Class A Common Stock | 2,543,600 | (5) | 25,436 | D | ||||
| Series A Preferred Stock | (3) | 09/03/2024(4) | A | 16,957(5) | (3) | (3) | Class A Common Stock | 1,695,700 | (5) | 16,957 | I | By LLC(2) | |||
| Warrants (Right to Buy) | $11.5 | 09/03/2024(4) | A | 86,471(5) | (4) | 04/09/2029 | Class A Common Stock | 86,471 | (5) | 86,471 | D | ||||
| Warrants (Right to Buy) | $11.5 | 09/03/2024(4) | A | 57,647(5) | (4) | 04/09/2029 | Class A Common Stock | 57,647 | (5) | 57,647 | I | By LLC(2) | |||
| Series A Preferred Stock | (1) | 09/04/2024(4) | C | 25,436 | (3) | (3) | Class A Common Stock | 2,543,600 | (5) | 0 | D | ||||
| Series A Preferred Stock | (1) | 09/04/2024(4) | C | 16,957 | (3) | (3) | Class A Common Stock | 1,695,700 | (5) | 0 | I | By LLC(2) | |||
| Explanation of Responses: |
| 1. In accordance with the Certificate of Designation of Preferences, Rights and Limitations of the Series A Non-Voting Convertible Preferred Stock (the "Series A Preferred Stock"), these shares of Series A Preferred Stock were automatically converted to Class A common stock based on the conversion ratio described in footnote 3, for no additional consideration, effective as of 5:00 p.m. Eastern time on September 4, 2024, the first business day following the satisfaction of the Convertibility Condition (as defined in footnote 4). |
| 2. Shares are held directly by WangWang, LLC, of which the Reporting Person is Manager. |
| 3. Upon satisfaction of the Convertibility Condition, each share of Series A Preferred Stock became automatically convertible into 100 shares of Class A common stock, for no additional consideration, effective as of 5:00 p.m. Eastern time on September 4, 2024. |
| 4. The Series A Preferred Stock and Warrants were originally acquired on April 9, 2024. Upon issuance, the Series A Preferred Stock was not convertible into, and the Warrants were not exercisable for, Class A common stock until the Issuer's stockholders approved the issuance of the Class A common stock issuable upon conversion of the Series A Preferred Stock and exercise of Warrants (the "Convertibility Condition"). Because of the Convertibility Condition, the Series A Preferred Stock and the Warrants were not considered derivative securities and were, therefore, not reportable under Section 16 of the Securities Exchange Act, until such condition was satisfied. The Convertibility Condition was satisfied on September 3, 2024. |
| 5. Received pursuant to the Agreement and Plan of Merger and Reorganization, dated as of March 24, 2024, by and among the Issuer, AnHeart Therapeutics Ltd. ("AnHeart"), Artemis Merger Sub I, Ltd., a wholly owned subsidiary of the Issuer ("Merger Sub I"), and Artemis Merger Sub II, Ltd., a wholly owned subsidiary of the Issuer ("Merger Sub II"), whereby Merger Sub I merged with and into AnHeart, with AnHeart surviving such merger as a direct, wholly owned subsidiary of the Issuer (the "First Merger"). Immediately following the First Merger, AnHeart, as the surviving company of the First Merger, merged with and into Merger Sub II, with Merger Sub II surviving such merger as a direct, wholly owned subsidiary of the Issuer. |
| /s/ Ron A. Metzger, Attorney-in-Fact | 09/05/2024 | |
| ** 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 4 (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. | ||