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*
(Street)
| 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) 02/10/2021 | ||||||||||||||||||||||||||
| 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 | 02/10/2021 | C | 2,775,000 | A | $0.00(1) | 3,165,000 | I | By Limited Liability Company(2) | ||
| Class A Common Stock | 02/10/2021 | A | 2,106,000 | A | (3) | 2,106,000 | I | By Limited Partnership(4) | ||
| Class A Common Stock | 02/10/2021 | A | 394,000 | A | (3) | 394,000 | I | By Limited Partnership(5) | ||
| Class A Common Stock | 02/10/2021 | A | 2,112,735 | A | $10(6) | 4,218,735 | I | By Limited Partnership(4) | ||
| Class A Common Stock | 02/10/2021 | A | 387,265 | A | $10(6) | 781,265 | I | By Limited Partnership(5) | ||
| Class A Common Stock | 02/10/2021 | A | 2,365,511 | A | $0.00(7) | 6,584,246 | I | By Limited Partnership(4) | ||
| Class A Common Stock | 02/10/2021 | A | 515,879 | A | $0.00(7) | 1,297,144 | I | By Limited Partnership(5) | ||
| Class A Common Stock | 02/10/2021 | A | 2,200,627 | A | $0.00(7) | 2,200,627 | I | By Limited Partnership(8) | ||
| 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 | ||||||||
| Class B Common Stock | (1) | 02/10/2021 | C | 2,775,000 | (1) | (1) | Class A Common Stock | 2,775,000 | $0.00 | 0 | I | By Limited Liability Company(2) | |||
| Warrant (Right to Buy) | $11.5 | 02/10/2021 | A | 130,000 | 07/06/2021 | (9) | Class A Common Stock | 130,000 | $0.00(10) | 130,000 | I | By Limited Liability Company(2) | |||
| Warrant (Right to Buy) | $11.5 | 02/10/2021 | A | 702,000 | 07/06/2021 | (9) | Class A Common Stock | 702,000 | $0.00(3) | 702,000 | I | By Limited Partnership(4) | |||
| Warrant (Right to Buy) | $11.5 | 02/10/2021 | A | 131,333 | 07/06/2021 | (9) | Class A Common Stock | 131,333 | $0.00(3) | 131,333 | I | By Limited Partnership(5) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Each share of Class B Common Stock owned prior to the Business Combination (as defined below) was converted into one share of Class A Common Stock; the Class B Common Stock was convertible at any time at the election of EcoR1 Panacea Holdings, LLC (or would have automatically converted at the time of the issuer's initial business combination if not yet converted at such time) with no expiration date. |
| 2. EcoR1 Panacea Holdings, LLC, which is the owner of record of these securities, 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 be deemed a beneficial owner of shares held by EcoR1 Panacea Holdings, LLC but each (other than EcoR1 Panacea Holdings, LLC) disclaims beneficial ownership of any such shares except to the extent of its respective pecuniary interest therein. |
| 3. Acquired immediately prior to the closing of the Business Combination pursuant to the forward purchase agreement entered into with Panacea Acquisition Corp. ("Panacea") at the time of its initial public offering for a purchase price of $10.00 per one share of Class A common stock and one-third of one warrant to purchase one share of Class A common stock. |
| 4. Oleg Nodelman is the manager of EcoR1 Capital Fund Qualified, L.P., which is the record owner of these securities. |
| 5. Oleg Nodelman is the manager of EcoR1 Capital Fund, L.P. , which is the owner of record of these securities. |
| 6. Acquired pursuant to one of a number of subscription agreements that Panacea entered into with various investors pursuant to which such investors agreed to purchase, immediately prior to the closing of the Business Combination (as defined below), an aggregate of 47,655,000 shares of Class A Common Stock at a price of $10.00 per share. |
| 7. Acquired pursuant to the Agreement and Plan of Merger, dated as of October 20, 2020, by and among Panacea, Panacea Merger Subsidiary Corp., a direct, wholly-owned subsidiary of Panacea ("Merger Sub"), and Nuvation Bio Inc. ("Legacy Nuvation") pursuant to which, as a result of a merger between Legacy Nuvation and Merger Sub, Legacy Nuvation became a direct, wholly-owned subsidiary of Panacea, which subsequently changed its name to Nuvation Bio Inc. (such transaction, the "Business Combination"). |
| 8. Oleg Nodelman is the manager of EcoR1 Venture Opportunity Fund, LP, which is the owner of record of these securities. |
| 9. 5:00 p.m., New York City time, on February 10, 2026. |
| 10. Warrants included in units purchased in a private placement by EcoR1 Panacea Holdings, LLC for $10.00 per unit in connection with Panacea's initial public offering. Each unit consisted of one share of Class A common stock and one-third of one warrant to purchase one share of Class A common stock. Upon the closing of the Business Combination, the warrants may be deemed to be derivative securities for purposes of Section 16. |
| Remarks: |
| The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. Oleg Nodelman may be deemed to be a beneficial owner of shares held by each of the other Reporting Persons but disclaims beneficial ownership of any such shares except to the extent of his pecuniary interest therein. Oleg Nodelman, the manager of each of the General Partners, serves on the board of directors of Nuvation Bio Inc. 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 issuer on the basis of Mr. Nodelman's service on the issuer's board of directors. |
| /s/ Ron A. Metzger, as an authorized signatory for each Reporting Person. | 02/12/2021 | |
| ** 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. | ||