Nodelman Oleg Form 4 Panacea Acquisition Corp. II / OLEG NODELMAN 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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X

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^*

EcoR1 Panacea Holdings II, LLC

(Last) (First) (Middle)

C/O PANACEA ACQUISITION CORP. II

357 TEHAMA STREET, FLOOR 3

(Street)

SAN FRANCISCO CA 94103

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Panacea Acquisition Corp. II [ PANA ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/28/2023

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
Class A ordinary shares	04/28/2023		D(1)		545,000	D	(1)	0	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

1. Name and Address of Reporting Person^*

EcoR1 Panacea Holdings II, LLC

(Last) (First) (Middle)

C/O PANACEA ACQUISITION CORP. II

357 TEHAMA STREET, FLOOR 3

(Street)

SAN FRANCISCO CA 94103

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

EcoR1 Capital Fund, L.P.

(Last) (First) (Middle)

C/O PANACEA ACQUISITION CORP. II

357 TEHAMA STREET, FLOOR 3

(Street)

SAN FRANCISCO CA 94103

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

EcoR1 Capital Fund Qualified, L.P.

(Last) (First) (Middle)

C/O PANACEA ACQUISITION CORP. II

357 TEHAMA STREET, FLOOR 3

(Street)

SAN FRANCISCO CA 94103

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

EcoR1 Venture Opportunity Fund, LP

(Last) (First) (Middle)

C/O PANACEA ACQUISITION CORP. II

357 TEHAMA STREET, FLOOR 3

(Street)

SAN FRANCISCO CA 94103

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

EcoR1 Capital, LLC

(Last) (First) (Middle)

C/O PANACEA ACQUISITION CORP. II

357 TEHAMA STREET, FLOOR 3

(Street)

SAN FRANCISCO CA 94103

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Biotech Opportunity GP, LLC

(Last) (First) (Middle)

C/O PANACEA ACQUISITION CORP. II

357 TEHAMA STREET, FLOOR 3

(Street)

SAN FRANCISCO CA 94103

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NODELMAN OLEG

(Last) (First) (Middle)

C/O PANACEA ACQUISITION CORP. II

357 TEHAMA STREET, FLOOR 3

(Street)

SAN FRANCISCO CA 94103

(City) (State) (Zip)

Explanation of Responses:

1. On April 10, 2023, Panacea Acquisition Corp. II (the "Company") announced that it did not consummate an initial business combination by April 9, 2023, the deadline under its Amended and Restated Memorandum and Articles of Association. In connection with the winding up of the Company, the Class A ordinary shares, par value $0.0001 per share, held by the Reporting Persons were surrendered for no consideration on April 28, 2023.

2. The reporting owner, EcoR1 Panacea Holdings II, LLC (the "Sponsor"), in whose name the securities reported herein were held, is managed by its managing members, EcoR1 Capital Fund, L.P., EcoR1 Capital Fund Qualified, L.P. and EcoR1 Venture Opportunity Fund, L.P. The general partner of EcoR1 Capital Fund, L.P. and EcoR1 Capital Fund Qualified, L.P. is EcoR1 Capital, LLC and the general partner of EcoR1 Venture Opportunity Fund, L.P. is Biotech Opportunity GP, LLC (together with EcoR1 Capital, LLC, the "General Partners"). Oleg Nodelman is the manager of each of the General Partners. Each of the Reporting Persons may have been deemed to be a beneficial owner of the shares held by the Sponsor but each (other than the Sponsor) disclaims beneficial ownership of any such shares except to the extent of its respective pecuniary interest therein.

Remarks:

Oleg Nodelman, the manager of each of the General Partners, serves on the board of directors of the Company. For the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of the Reporting Persons (other than Mr. Nodelman) may be deemed a director by deputization with respect to the Company on the basis of Mr. Nodelman's service on the Company's board of directors.

	EcoR1 Panacea Holdings II, LLC, By: /s/ Oleg Nodelman, Chief Executive Officer	05/02/2023
	EcoR1 Capital Fund, L.P., By: /s/ Oleg Nodelman, Manager of EcoR1 Capital, LLC, its general partner	05/02/2023
	EcoR1 Capital Fund Qualified, L.P., By: /s/ Oleg Nodelman, Manager of EcoR1 Capital, LLC, its general partner	05/02/2023
	EcoR1 Venture Opportunity Fund, L.P., By: /s/ Oleg Nodelman, Manager of Biotech Opportunity GP, LLC, its general partner	05/02/2023
	EcoR1 Capital, LLC, By: /s/ Oleg Nodelman, Manager	05/02/2023
	Biotech Opportunity GP, LLC, By: /s/ Oleg Nodelman, Manager	05/02/2023
	/s/ Oleg Nodelman	05/02/2023
	** Signature of Reporting Person	Date
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