Corey S Goodman Form 4 Elevation Oncology / COREY S GOODMAN ownership change

SEC Form 4

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).

1. Name and Address of Reporting Person^*

venBio Global Strategic Fund III, L.P.

(Last) (First) (Middle)

1700 OWENS STREET

SUITE 595

(Street)

SAN FRANCISCO CA 94158

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Elevation Oncology, Inc. [ ELEV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/29/2021

4. 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 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
Common Stock	06/29/2021		C		1,983,167	A	(1)	1,983,167	D(2)
Common Stock	06/29/2021		P		625,000	A	$16	2,608,167	D(2)

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
Series B Preferred Stock	(1)	06/29/2021		C			8,380,034	(1)	(1)	Common Stock	1,983,167	$0	0	D(2)

1. Name and Address of Reporting Person^*

venBio Global Strategic Fund III, L.P.

(Last) (First) (Middle)

1700 OWENS STREET

SUITE 595

(Street)

SAN FRANCISCO CA 94158

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VENBIO GLOBAL STRATEGIC GP III, L.P.

(Last) (First) (Middle)

1700 OWENS STREET

SUITE 595

(Street)

SAN FRANCISCO CA 94158

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GOODMAN COREY S

(Last) (First) (Middle)

2 CORPORATE DRIVE

(Street)

SOUTH SANFRANCISCO CA 94080

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Adelman Robert J

(Last) (First) (Middle)

1700 OWENS STREET

SUITE 595

(Street)

SAN FRANCISCO CA 94158

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Royston Aaron

(Last) (First) (Middle)

1700 OWENS STREET

SUITE 595

(Street)

SAN FRANCISCO CA 94158

(City) (State) (Zip)

Explanation of Responses:

1. Each share of Series B Preferred Stock automatically converted into approximately 0.236654 shares of the Issuer's common stock immediately prior to the completion of the Issuer's initial public offering. The Series B Preferred Stock had no expiration date.

2. The shares are held by venBio Global Strategic Fund III, L.P. venBio Global Strategic GP III, L.P. is the sole general partner of venBio Global Strategic Fund III, L.P. and venBio Global Strategic GP III, Ltd. is the sole general partner of venBio Global Strategic GP III, L.P. Each of Corey Goodman, Robert Adelman and Aaron Royston is a director of venBio Global Strategic GP III, Ltd. Each of venBio Global Strategic GP III, L.P., venBio Global Strategic GP III, Ltd, Dr. Goodman, Dr. Adelman and Dr. Royston disclaims beneficial ownership of such securities, except to the extent of its/his indirect pecuniary interest therein.

	venBio Global Strategic Fund III, L.P., by: venBio Global Strategic GP III, L.P., its general partner, by: venBio Global Strategic GP III, Ltd., its general partner, by: /s/ David Pezeshki, as attorney-in-fact	07/01/2021
	venBio Global Strategic GP III, L.P., by: venBio Global Strategic GP III, Ltd., its general partner, by: /s/ David Pezeshki as attorney-in-fact	07/01/2021
	venBio Global Strategic GP III, Ltd., by: /s/ David Pezeshki, as attorney-in-fact	07/01/2021
	Corey Goodman, by: /s/ David Pezeshki, as attorney-in-fact	07/01/2021
	Robert Adelman, by: /s/ David Pezeshki, as attorney-in-fact	07/01/2021
	Aaron Royston, by: /s/ David Pezeshki, as attorney-in-fact	07/01/2021
	** Signature of Reporting Person	Date
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