EcoR1 Panacea Form 4 Nuvation Bio / 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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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^*

NODELMAN OLEG

(Last) (First) (Middle)

357 TEHAMA STREET #3

(Street)

SAN FRANCISCO CA 94103

(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)
04/09/2021

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
Class A Common Stock	04/09/2021		P		262,230	A	$10.0306	6,846,476	I	See Notes 1 and 2(1)(2)
Class A Common Stock	04/09/2021		P		37,770	A	$10.0306	1,334,914	I	See Notes 1 and 3(1)(3)
Class A Common Stock	04/12/2021		P		116,255	A	$9.4878	6,962,731	I	See Notes 1 and 2(1)(2)
Class A Common Stock	04/12/2021		P		16,745	A	$9.4878	1,351,659	I	See Notes 1 and 3(1)(3)
Class A Common Stock	04/13/2021		P		27,534	A	$10.271	6,990,265	I	See Notes 1 and 2(1)(2)
Class A Common Stock	04/13/2021		P		3,966	A	$10.271	1,355,625	I	See Notes 1 and 3(1)(3)
Class A Common Stock								3,165,000	I	See Notes 1 and 4(1)(4)
Class A Common Stock								2,200,627	I	See Notes 1 and 5(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^*

NODELMAN OLEG

(Last) (First) (Middle)

357 TEHAMA STREET #3

(Street)

SAN FRANCISCO CA 94103

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

EcoR1 Capital, LLC

(Last) (First) (Middle)

357 TEHAMA STREET #3

(Street)

SAN FRANCISCO CA 94103

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

EcoR1 Capital Fund, L.P.

(Last) (First) (Middle)

357 TEHAMA STREET #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)

409 ILLINOIS STREET

(Street)

SAN FRANCISCO CA 94158

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

EcoR1 Venture Opportunity Fund, LP

(Last) (First) (Middle)

357 TEHAMA STREET #3

(Street)

SAN FRANCISCO CA 94103

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

EcoR1 Panacea Holdings, LLC

(Last) (First) (Middle)

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)

1370 TRANCAS STREET, SUITE 176

(Street)

NAPA CA 94558

(City) (State) (Zip)

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.

Remarks:

The Reporting Persons are filing this Form 4 jointly, but not as a group, and each expressly disclaims membership in a group within the meaning of Rule 13d-5(b) under the Securities Exchange Act of 1934, as amended. Mr. Nodelman serves on the board of directors of the issuer. 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.

	Oleg Nodelman, individually and as Manager of EcoR1 Capital, LLC and Biotech Opportunity GP, LLC	04/13/2021
	** Signature of Reporting Person	Date
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