Nuvalent (NUVL) Form 3 Nuvalent / James Richard Porter ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Porter James Richard

(Last) (First) (Middle)

C/O NUVALENT, INC.

ONE BROADWAY, 14TH FLOOR

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/28/2021

3. Issuer Name and Ticker or Trading Symbol
Nuvalent, Inc. [ NUVL ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	75,313	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	(1)	05/25/2030	Class A Common Stock	587,942	0.65	D
Stock Option (Right to Buy)	(2)	05/25/2030	Class A Common Stock	49,401	0.65	D
Stock Option (Right to Buy)	(3)	12/15/2030	Class A Common Stock	33,423	0.87	D
Stock Option (Right to Buy)	(4)	04/29/2031	Class A Common Stock	867,172	6.89	D

Explanation of Responses:

1. The shares underlying this option vest as follows: 25% of the shares vested on February 1, 2021 and the remainder vest over the next three years in equal monthly installments, subject to continued service to the Company through the applicable vesting date.

2. The shares underlying this option vest as follows: 25% of the shares vested on May 25, 2021 and the remainder vest over the next three years in equal monthly installments, subject to continued service to the Company through the applicable vesting date.

3. The shares underlying this option vest as follows: 25% of the shares vested on August 2, 2021 and the remainder vest over the next three years in equal monthly installments, subject to continued service to the Company through the applicable vesting date.

4. The shares underlying this option vest as follows: 25% of the shares vest on April 29, 2022 and the remainder vest over the next three years in equal monthly installments, subject to continued service to the Company through the applicable vesting date.

Remarks:

Exhibit 24: Power of Attorney

	/s/ Alexandra Balcom, attorney-in-fact	07/28/2021
	** 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 5 (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.