Nuvation Bio (NUVB) Form 4 Nuvation Bio / Xiangmin Cui 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^*

Cui Xiangmin

(Last) (First) (Middle)

C/O NUVATION BIO INC.

1500 BROADWAY, SUITE 1401

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Nuvation Bio Inc. [ NUVB ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/09/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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 Common Stock	04/09/2024		A		314,106(1)	A	(2)	314,106	I	By Decheng Capital China Life Sciences USD Fund III, L.P.(3)
Class A Common Stock	04/09/2024		A		1,675,236(1)	A	(4)	1,675,236	I	By Decheng Capital Global Healthcare Fund (Master), LP(5)
Class A Common Stock	04/09/2024		A		4,183,002(1)	A	(6)	4,183,002	I	By Decheng Anbio Limited(7)

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

Explanation of Responses:

1. Received pursuant to the Agreement and Plan of Merger and Reorganization, dated as of March 24, 2024, by and among Nuvation Bio Inc. (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 (the "Second Merger" and, collectively with the First Merger, as appropriate, the "Merger").

2. Received in exchange for 447,858 Series B Preferred shares of AnHeart in connection with the Merger (as described in footnote 1) on April 9, 2024.

3. These securities are owned directly by Decheng Capital China Life Sciences USD Fund III, L.P. ("Fund III"). The Reporting Person is the manager of Decheng Capital Management III (Cayman), LLC, the general partner of Fund III. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.

4. Received in exchange for 2,388,578 Series B Preferred shares of AnHeart in connection with the Merger (as described in footnote 1) on April 9, 2024.

5. These securities are owned directly by Decheng Capital Global Healthcare Fund (Master), LP ("Healthcare"). The Reporting Person is the indirect managing member and ultimate beneficial owner of Decheng Capital Global Healthcare GP, LLC, the general partner of Healthcare. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.

6. Received in exchange for 7,200,000 Series A Preferred shares, 685,714 Series A+ Preferred shares and 487,231 Series B Preferred shares of AnHeart in connection with the Merger (as described in footnote 1) on April 9, 2024.

7. These securities are owned directly by Decheng Anbio Limited ("SPV"). The Reporting Person is a director of SPV. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.

	/s/ Xiangmin Cui	04/11/2024
	** Signature of Reporting Person	Date
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