Filing Details

Accession Number:
0001193805-25-000173
Form Type:
13G Filing
Publication Date:
2025-02-12 19:00:00
Filed By:
Deerfield Management Company, L.P.
Company:
Nuvalent Inc.
Filing Date:
2025-02-13
SEC Url:
13G Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Beneficially Owned Number of Shares Beneficially Owned Number of Aggregate Shares Percent of Class
Deerfield Management Company, L.P. 0 23,582,278 27.59%
Deerfield Mgmt IV, L.P. 0 11,388,139 13.21%
Deerfield Private Design Fund IV, L.P. 0 11,388,139 13.21%
Deerfield Mgmt HIF, L.P. 0 11,388,139 13.21%
Deerfield Healthcare Innovations Fund, L.P. 0 11,388,139 13.21%
Deerfield Mgmt, L.P. 0 650,000 0.99%
Deerfield Partners, L.P. 0 650,000 0.99%
James E. Flynn 0 23,582,278 27.59%
Filing





Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
Checkbox not checked   Rule 13d-1(c)
Checkbox checked   Rule 13d-1(d)






SCHEDULE 13G



Comment for Type of Reporting Person:  Comprised of (i) an aggregate of 17,991,024 shares of Class A common stock held by Deerfield Partners, L.P., Deerfield Private Design Fund IV, L.P. and Deerfield Healthcare Innovations Fund, L.P., of which Deerfield Management Company, L.P. is the investment advisor, (ii) an aggregate of 5,435,254 shares of Class A common stock issuable upon conversion of an equal number of shares of Class B common stock held by Deerfield Private Design Fund IV, L.P. and Deerfield Healthcare Innovations Fund, L.P., of which Deerfield Management Company, L.P. is the investment advisor and (iii) an aggregate of 156,000 shares of Class A common stock issuable upon exercise of options held by Cam Wheeler and Joe Pearlberg, each of whom is an employee of Deerfield Management Company, L.P., for the benefit and at the direction of Deerfield Management Company, L.P., to the extent such options are currently exercisable or will become exercisable within sixty days. The terms of the Class B common stock restrict the conversion of such shares to the extent that, upon such conversion, the number of shares of Class A common stock then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) "group" would exceed 4.9 percent of the total number of shares of Class A common stock then outstanding (the "Ownership Cap"). Accordingly, notwithstanding the number of shares reported, the reporting person disclaims beneficial ownership of the shares of Class A common stock issuable upon conversion of Class B common stock to the extent that upon such conversion the number of shares beneficially owned by all reporting persons hereunder, in the aggregate, would exceed the Ownership Cap.


SCHEDULE 13G



Comment for Type of Reporting Person:  Comprised of (i) 8,670,512 shares of Class A common stock and (ii) 2,717,627 shares of Class A common stock issuable upon conversion of an equal number of shares of Class B common stock that, in each case, are held by Deerfield Private Design Fund IV, L.P., of which Deerfield Mgmt IV, L.P. is the general partner. The terms of the Class B common stock restrict the conversion of such shares to the extent that, upon such conversion, the number of shares of Class A common stock then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) "group" would exceed 4.9 percent of the total number of shares of Class A common stock then outstanding (the "Ownership Cap"). Accordingly, notwithstanding the number of shares reported, the reporting person disclaims beneficial ownership of the shares of Class A common stock issuable upon conversion of Class B common stock to the extent that upon such conversion the number of shares beneficially owned by all reporting persons hereunder, in the aggregate, would exceed the Ownership Cap.


SCHEDULE 13G



Comment for Type of Reporting Person:  Comprised of (i) 8,670,512 shares of Class A common stock and (ii) 2,717,627 shares of Class A common stock issuable upon conversion of an equal number of shares of Class B common stock. The terms of the Class B common stock restrict the conversion of such shares to the extent that, upon such conversion, the number of shares of Class A common stock then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) "group" would exceed 4.9 percent of the total number of shares of Class A common stock then outstanding (the "Ownership Cap"). Accordingly, notwithstanding the number of shares reported, the reporting person disclaims beneficial ownership of the shares of Class A common stock issuable upon conversion of Class B common stock to the extent that upon such conversion the number of shares beneficially owned by all reporting persons hereunder, in the aggregate, would exceed the Ownership Cap.


SCHEDULE 13G



Comment for Type of Reporting Person:  Comprised of (i) 8,670,512 shares of Class A common stock and (ii) shares of Class A common stock issuable upon conversion of an equal number of shares of 2,717,627 of Class B common stock that, in each case, are held by Deerfield Healthcare Innovations Fund, L.P., of which Deerfield Mgmt HIF, L.P. is the general partner. The terms of the Class B common stock restrict the conversion of such shares to the extent that, upon such conversion, the number of shares of Class A common stock then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) "group" would exceed 4.9 percent of the total number of shares of Class A common stock then outstanding (the "Ownership Cap"). Accordingly, notwithstanding the number of shares reported, the reporting person disclaims beneficial ownership of the shares of Class A common stock issuable upon conversion of Class B common stock to the extent that upon such conversion the number of shares beneficially owned by all reporting persons hereunder, in the aggregate, would exceed the Ownership Cap.


SCHEDULE 13G



Comment for Type of Reporting Person:  Comprised of (i) 8,670,512 shares of Class A common stock and (ii) shares of Class A common stock issuable upon conversion of an equal number of shares of 2,717,627 of Class B common stock. The terms of the Class B common stock restrict the conversion of such shares to the extent that, upon such conversion, the number of shares of Class A common stock then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) "group" would exceed 4.9 percent of the total number of shares of Class A common stock then outstanding (the "Ownership Cap"). Accordingly, notwithstanding the number of shares reported, the reporting person disclaims beneficial ownership of the shares of Class A common stock issuable upon conversion of Class B common stock to the extent that upon such conversion the number of shares beneficially owned by all reporting persons hereunder, in the aggregate, would exceed the Ownership Cap.


SCHEDULE 13G



Comment for Type of Reporting Person:  Comprised of 650,000 shares of Class A common stock held by Deerfield Partners, L.P., of which Deerfield Mgmt, L.P. is the general partner.


SCHEDULE 13G




SCHEDULE 13G



Comment for Type of Reporting Person:  Comprised of (i) an aggregate of 17,991,024 shares of Class A common stock held by Deerfield Partners, L.P., Deerfield Private Design Fund IV, L.P. and Deerfield Healthcare Innovations Fund, L.P., (ii) an aggregate of 5,435,254 shares of Class A common stock issuable upon conversion of an equal number of shares of Class B common stock held by Deerfield Private Design Fund IV, L.P. and Deerfield Healthcare Innovations Fund, L.P. and (iii) an aggregate of 156,000 shares of Class A common stock issuable upon exercise of options held by Cam Wheeler and Joe Pearlberg, each of whom is an employee of Deerfield Management Company, L.P., for the benefit and at the direction of Deerfield Management Company, L.P., to the extent such options are currently exercisable or will become exercisable within sixty days. The terms of the Class B common stock restrict the conversion of such shares to the extent that, upon such conversion, the number of shares of Class A common stock then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) "group" would exceed 4.9 percent of the total number of shares of Class A common stock then outstanding (the "Ownership Cap"). Accordingly, notwithstanding the number of shares reported, the reporting person disclaims beneficial ownership of the shares of Class A common stock issuable upon conversion of Class B common stock to the extent that upon such conversion the number of shares beneficially owned by all reporting persons hereunder, in the aggregate, would exceed the Ownership Cap.


SCHEDULE 13G


 
Deerfield Management Company, L.P.
 
Signature:/s/ Jonathan Isler
Name/Title:Jonathan Isler, Attorney-In-Fact
Date:02/13/2025
 
Deerfield Mgmt IV, L.P.
 
Signature:/s/ Jonathan Isler
Name/Title:Jonathan Isler, Attorney-In-Fact
Date:02/13/2025
 
Deerfield Private Design Fund IV, L.P.
 
Signature:/s/ Jonathan Isler
Name/Title:Jonathan Isler, Attorney-In-Fact
Date:02/13/2025
 
Deerfield Mgmt HIF, L.P.
 
Signature:/s/ Jonathan Isler
Name/Title:Jonathan Isler, Attorney-In-Fact
Date:02/13/2025
 
Deerfield Healthcare Innovations Fund, L.P.
 
Signature:/s/ Jonathan Isler
Name/Title:Jonathan Isler, Attorney-In-Fact
Date:02/13/2025
 
Deerfield Mgmt, L.P.
 
Signature:/s/ Jonathan Isler
Name/Title:Jonathan Isler, Attorney-In-Fact
Date:02/13/2025
 
Deerfield Partners, L.P.
 
Signature:/s/ Jonathan Isler
Name/Title:Jonathan Isler, Attorney-In-Fact
Date:02/13/2025
 
James E. Flynn
 
Signature:/s/ Jonathan Isler
Name/Title:Jonathan Isler, Attorney-In-Fact
Date:02/13/2025
Exhibit Information

Exhibit A. Joint Filing Agreement. Exhibit B. Item 8 Statement. Exhibit C. Power of Attorney (1). (1) Power of Attorney previously filed as Exhibit 24 to a Form 3 with regard to BiomX Inc. filed with the Securities and Exchange Commission on March 19, 2024 by Deerfield Private Design Fund V, L.P., Deerfield Healthcare Innovations Fund II, L.P., Deerfield Mgmt V, L.P., Deerfield Mgmt HIF II, L.P., Deerfield Management Company, L.P. and James E. Flynn.