SEC Form 4: Nodelman Oleg bought $6,692,265 worth of shares (5,313,100 units at $1.26)
$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 |
|
|||||||||||||||
| 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)
|
2. Issuer Name and Ticker or Trading Symbol
Nuvation Bio Inc. [ NUVB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 02/19/2023 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
|||||||||||||||||||||||||
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 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 | 02/19/2023 | P | 5,143,000 | A | $1.2562 | 12,504,675 | I | See Notes(1)(2) | ||
| Class A Common Stock | 02/20/2023 | P | 117,100 | A | $1.362 | 12,621,775 | I | See Notes(1)(2) | ||
| Class A Common Stock | 02/21/2023 | P | 53,000 | A | $1.3611 | 12,674,775 | I | See Notes(1)(2) | ||
| Class A Common Stock(1)(3) | 1,169,241 | I | See Notes(1)(3) | |||||||
| Class A Common Stock(1)(4) | 3,165,000 | I | See Notes(1)(4) | |||||||
| Class A Common Stock(1)(5) | 2,200,627 | I | See Notes(1)(5) | |||||||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
| 1. EcoR1 Capital, LLC ("EcoR1") is the investment adviser to EcoR1 Capital Fund, L.P. ("Capital Fund"), EcoR1 Capital Fund Qualified, L.P. ("Qualified Fund") and EcoR1 Venture Opportunity Fund, L.P. ("Venture Fund"). EcoR1 is the general partner of Capital Fund and Qualified Fund, and Biotech Opportunity GP, LLC ("Biotech") is the general partner of Venture Fund. Mr. Nodelman is the manager and controlling owner of EcoR1 and Biotech. The funds hold these securities directly for the benefit of their investors. EcoR1 indirectly beneficially owns them as the investment adviser to the funds. Mr. Nodelman indirectly beneficially owns them as the control person of EcoR1. The reporting persons disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. |
| 2. Qualified Fund is the record holder of these securities. |
| 3. Capital Fund is the record holder of these securities. |
| 4. EcoR1 Panacea Holdings, LLC, which is the owner of record of these securities, is managed by its managing members, Capital Fund, Qualified Fund and Venture Fund. Each of the reporting persons may be deemed a beneficial owner of shares held by EcoR1 Panacea Holdings, LLC but each reporting person disclaims beneficial ownership of any such shares except to the extent of its respective pecuniary interest therein. |
| 5. These securities are held of record by Venture Fund. Biotech indirectly beneficially owns these securities as the general partner of Venture Fund, and Mr. Nodelman indirectly beneficially owns these securities as the control person of Biotech and EcoR1. |
| Oleg Nodelman, individually and as Manager of EcoR1 Capital, LLC and Biotech Opportunity GP, LLC | 09/21/2023 | |
| ** 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 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. | ||