Director by Deputization Flynn James E returned $427,056 worth of Class A Common Stock - Restricted Stock Units to the company (3,444 units at $124.00) and returned $2,138,807,800 worth of shares to the company (17,248,450 units at $124.00) (SEC Form 4) to satisfy withholding tax
$NUVL
Biotechnology: Pharmaceutical Preparations
Health Care
| 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). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
Nuvalent, Inc. [ NUVL ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 07/15/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 07/15/2026 | D(1) | 8,299,225 | D | $124(1) | 0 | I | Through Deerfield Private Design Fund IV, L.P.(8)(9) | ||
| Class A Common Stock | 07/15/2026 | D(1) | 8,299,225 | D | $124(1) | 0 | I | Through Deerfield Healthcare Innovations Fund, L.P.(8)(9) | ||
| Class A Common Stock | 07/15/2026 | D(1) | 650,000 | D | $124(1) | 0 | I | Through Deerfield Partners, L.P.(8)(9) | ||
| Class A Common Stock | 07/15/2026 | U(2) | 5,146 | D | $124(2) | 0 | I | Through Deerfield Mangement Company, L.P.(3) | ||
| Class A Common Stock | 07/15/2026 | U(2) | 5,146 | D | $124(2) | 0 | I | Through Deerfield Mangement Company, L.P.(4) | ||
| Class A Common Stock - Restricted Stock Units | 07/15/2026 | D(5) | 3,444 | D | $124(5) | 0 | I | Through Deerfield Mangement Company, L.P.(3) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Class B Common Stock | (6) | 07/15/2026 | D | 2,717,627 | (6) | (6) | Class A Common Stock | 2,717,627 | $124(1) | 0 | I | Through Deerfield Private Design Fund IV, L.P.(8)(9) | |||
| Class B Common Stock | (6) | 07/15/2026 | D | 2,717,627 | (6) | (6) | Class A Common Stock | 2,717,627 | $124(1) | 0 | I | Through Deerfield Healthcare Innovations Fund, L.P.(8)(9) | |||
| Stock Option (right to buy) | $17 | 07/15/2026 | D | 43,000 | (6) | 07/28/2031 | Class A Common Stock | 43,000 | (7) | 0 | I | Through Deerfield Mangement Company, L.P.(3) | |||
| Stock Option (right to buy) | $17 | 07/15/2026 | D | 43,000 | (6) | 07/28/2031 | Class A Common Stock | 43,000 | (7) | 0 | I | Through Deerfield Mangement Company, L.P.(4) | |||
| Stock Option (right to buy) | $9.36 | 07/15/2026 | D | 20,000 | (6) | 06/16/2032 | Class A Common Stock | 20,000 | (7) | 0 | I | Through Deerfield Mangement Company, L.P.(3) | |||
| Stock Option (right to buy) | $9.36 | 07/15/2026 | D | 20,000 | (6) | 06/16/2032 | Class A Common Stock | 20,000 | (7) | 0 | I | Through Deerfield Mangement Company, L.P.(4) | |||
| Stock Option (right to buy) | $44.68 | 07/15/2026 | D | 15,000 | (6) | 06/15/2033 | Class A Common Stock | 15,000 | (7) | 0 | I | Through Deerfield Mangement Company, L.P.(3) | |||
| Stock Option (right to buy) | $44.68 | 07/15/2026 | D | 15,000 | (6) | 06/15/2033 | Class A Common Stock | 15,000 | (7) | 0 | I | Through Deerfield Mangement Company, L.P.(4) | |||
| Stock Option (right to buy) | $80.03 | 07/15/2026 | D | 3,789 | (6) | 06/12/2034 | Class A Common Stock | 3,789 | (7) | 0 | I | Through Deerfield Mangement Company, L.P.(3) | |||
| Stock Option (right to buy) | $80.03 | 07/15/2026 | D | 3,789 | (6) | 06/12/2034 | Class A Common Stock | 3,789 | (7) | 0 | I | Through Deerfield Mangement Company, L.P.(4) | |||
| Stock Option (right to buy) | $75.53 | 07/15/2026 | D | 4,147 | (6) | 06/18/2035 | Class A Common Stock | 4,147 | (7) | 0 | I | Through Deerfield Mangement Company, L.P.(3) | |||
| Stock Option (right to buy) | $75.53 | 07/15/2026 | D | 4,147 | (6) | 06/18/2035 | Class A Common Stock | 4,147 | (7) | 0 | I | Through Deerfield Mangement Company, L.P.(4) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Pursuant to the Agreement and Plan of Merger, dated June 9, 2026 (the "Merger Agreement"), by and among (i) the Issuer, (ii) GlaxoSmithKline LLC ("Parent"), (iii) Harmony Row Acquisition Co. ("Purchaser") and (iv) solely for purposes of Section 9.14 therein, GSK plc, upon the effective time of the merger contemplated thereby (the "Merger") each share of Class A Common Stock and each share of Class B Common Stock beneficially owned by the Reporting Persons was cancelled and converted into the right to receive $124.00, in cash. The disposition or deemed disposition of such securities by the Reporting Persons pursuant to the Merger Agreement was exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. |
| 2. Pursuant to the Merger Agreement, on July 15, 2026, Purchaser completed a tender offer (the "Offer") to purchase all outstanding shares of the Issuer's Class A Common Stock and Class B Common Stock. The reported shares were tendered to, and accepted by, the Purchaser in exchange for the offer price of $124.00 per share, in cash. |
| 3. Prior to the consummation of the transactions contemplated by the Merger Agreement, Cameron Wheeler, a partner in Deerfield Management Company, L.P. ("Deerfield Management"), served as a director of the Issuer. The reported shares of Class A Common Stock, RSUs (as defined below) and stock options were held by Dr. Wheeler for the benefit, and at the direction, of Deerfield Management. |
| 4. Prior to his resignation from the board of directors of the Issuer in connection with the Issuer's 2026 annual meeting of stockholders, Joseph Pearlberg, an employee of Deerfield Management, served as a director of the Issuer. The reported shares of Class A Common Stock and stock options were held by Mr. Pearlberg for the benefit, and at the direction, of Deerfield Management. |
| 5. The reported shares of Class A Common Stock were issuable under restricted stock units ("RSUs") granted to Dr. Wheeler, which were held for the benefit, and at the direction, of Deerfield Management. Pursuant to the Merger Agreement, each of the reported RSUs was cancelled and converted into the right of the holder to receive an amount in cash (without interest and less applicable withholding taxes) equal to the product of (x) the total number of shares subject to (or deliverable under) such RSU immediately prior to the effective time of the Merger and (y) $124.00. The disposition or deemed disposition of such securities pursuant to the Merger Agreement was exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. |
| 6. Prior to the consummation of the Merger, the Class B Common Stock was convertible into Class A Common Stock from time to time at the election of the holder, except that conversion was prohibited to the extent that, upon such conversion, the holder, its affiliates and other persons whose ownership of Class A Common Stock would be aggregated with that of such holder for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, would exceed 4.9% of the total number of shares of Class A Common Stock then outstanding. |
| 7. Pursuant to the Merger Agreement, each option to purchase shares of Class A Common Stock that was outstanding immediately prior to the effective time of the Merger was cancelled and converted into the right of the holder to receive an amount in cash (without interest and less applicable withholding taxes) equal to the product of (x) the total number of shares subject to such stock option immediately prior to the effective time of the Merger and (y) the excess, if any, of $124.00 over the applicable exercise price per share under such stock option. The disposition or deemed disposition of such securities by the reporting Persons pursuant to the Merger Agreement was exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. |
| 8. This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. ("Deerfield Partners"). Deerfield Mgmt IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. (collectively with Deerfield Partners and Fund IV, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P., Deerfield Mgmt IV, L.P., Deerfield Mgmt HIF, L.P. and Deerfield Management Company, L.P. |
| 9. In accordance with Instruction 4 (b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise. |
| Remarks: |
| Prior to the consummation of the Merger, Cameron Wheeler, a partner in Deerfield Management, served as a director of the Issuer. Jonathan Isler, Attorney-in-Fact: Power of Attorney, which is hereby incorporated by reference to 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. |
| /s/ Jonathan Isler, Attorney-in-Fact | 07/17/2026 | |
| ** 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 4 (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. | ||
| * Form 4: SEC 1474 (03-26) | ||