Venbio Global Strategic GP Iii Form 3 Elevation Oncology / COREY S GOODMAN 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^*

venBio Global Strategic Fund III, L.P.

(Last) (First) (Middle)

1700 OWENS STREET

SUITE 595

(Street)

SAN FRANCISCO CA 94158

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/24/2021

3. Issuer Name and Ticker or Trading Symbol
Elevation Oncology, Inc. [ ELEV ]

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

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

5. 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 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)

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
Series B Preferred Stock	(1)	(1)	Common Stock	1,983,167	(1)	D(2)

1. Name and Address of Reporting Person^*

venBio Global Strategic Fund III, L.P.

(Last) (First) (Middle)

1700 OWENS STREET

SUITE 595

(Street)

SAN FRANCISCO CA 94158

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VENBIO GLOBAL STRATEGIC GP III, L.P.

(Last) (First) (Middle)

1700 OWENS STREET

SUITE 595

(Street)

SAN FRANCISCO CA 94158

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VENBIO GLOBAL STRATEGIC GP III, LTD

(Last) (First) (Middle)

1700 OWENS STREET

SUITE 595

(Street)

SAN FRANCISCI CA 94158

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Adelman Robert J

(Last) (First) (Middle)

1700 OWENS STREET

SUITE 595

(Street)

SAN FRANCISCO CA 94158

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GOODMAN COREY S

(Last) (First) (Middle)

1700 OWENS STREET

SUITE 595

(Street)

SAN FRANCISCO CA 94158

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Royston Aaron

(Last) (First) (Middle)

1700 OWENS STREET

SUITE 595

(Street)

SAN FRANCISCO CA 94158

(City) (State) (Zip)

Explanation of Responses:

1. Each share of Series B Preferred Stock will automatically convert into approximately 0.236654 shares of the Issuer's common stock immediately prior to the completion of the Issuer's initial public offering. The Series B Preferred Stock has no expiration date.

2. The shares are held by venBio Global Strategic Fund III, L.P. venBio Global Strategic GP III, L.P. is the sole general partner of venBio Global Strategic Fund III, L.P. and venBio Global Strategic GP III, Ltd. is the sole general partner of venBio Global Strategic GP III, L.P. Each of Corey Goodman, Robert Adelman and Aaron Royston is a director of venBio Global Strategic GP III, Ltd. Each of venBio Global Strategic GP III, L.P., venBio Global Strategic GP III, Ltd, Dr. Goodman, Dr. Adelman and Dr. Royston disclaims beneficial ownership of such securities, except to the extent of its/his indirect pecuniary interest therein.

Remarks:

Ex. 24 - Power of Attorney (incorporated by reference to Exhibit 99.2 to the Schedule 13D filed by the Reporting Persons on February 19, 2021).

	venBio Global Strategic Fund III, L.P., by: venBio Global Strategic GP III, L.P., its general partner, by: venBio Global Strategic GP III, Ltd., its general partner, by: /s/ David Pezeshki, as attorney-in-fact	06/24/2021
	venBio Global Strategic GP III, L.P., by: venBio Global Strategic GP III, Ltd., its general partner, by: /s/ David Pezeshki as attorney-in-fact	06/24/2021
	venBio Global Strategic GP III, Ltd., by: /s/ David Pezeshki, as attorney-in-fact	06/24/2021
	Corey Goodman, by: /s/ David Pezeshki, as attorney-in-fact	06/24/2021
	Robert Adelman, by: /s/ David Pezeshki, as attorney-in-fact	06/24/2021
	Aaron Royston, by: /s/ David Pezeshki, as attorney-in-fact	06/24/2021
	** Signature of Reporting Person	Date
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