Nuvalent director reports tender-offer disposals
Nuvalent, Inc. director Wheeler Cameron, a partner in Deerfield Management Company, reported merger-related dispositions in connection with GlaxoSmithKline’s tender offer and subsequent merger.
Rhea-AI Filing Summary
Nuvalent, Inc. director Wheeler Cameron, a partner in Deerfield Management Company, reported merger-related dispositions in connection with GlaxoSmithKline’s tender offer and subsequent merger. An account he holds for the benefit, and at the direction, of Deerfield tendered 5,146 Class A shares at $124.00 per share, while 3,444 RSUs and several stock option grants were cancelled and converted into cash rights based on the $124.00 offer price and the options’ exercise prices. Cameron has no pecuniary interest in these securities, disclaims beneficial ownership, and the reported holdings in these instruments fell to zero.
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Insights
Analyzing...
Insider Trade Summary
7 transactions reported
Mixed
7 txns
Insider
Wheeler Cameron
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) F6, F3 | 43,000 | -- | -- |
| Disposition | Stock Option (Right to Buy) F6, F3 | 20,000 | -- | -- |
| Disposition | Stock Option (Right to Buy) F6, F3 | 15,000 | -- | -- |
| Disposition | Stock Option (Right to Buy) F6, F3 | 3,789 | -- | -- |
| Disposition | Stock Option (Right to Buy) F6, F3 | 4,147 | -- | -- |
| Tender Offer | Class A Common Stock F1, F2, F3 | 5,146 | $124.00 | $638K |
| Disposition | Class A Common Stock - Restricted Stock Units F4, F5, F3 | 3,444 | -- | -- |
Holdings After Transaction:
Stock Option (Right to Buy) — 0 contracts (Direct);
Class A Common Stock — 0 shares (Direct);
Class A Common Stock - Restricted Stock Units — 0 shares (Direct)
Footnotes (6)
- F1. Pursuant to the Agreement and Plan of Merger, dated June 9, 2026 (the "Merger Agreement"), by and among (i) Nuvalent, Inc., a Delaware corporation (the "Company"), (ii) GlaxoSmithKline LLC, a Delaware limited liability company ("Parent"), (iii) Harmony Row Acquisition Co., a Delaware corporation and wholly owned subsidiary of Parent ("Purchaser"), and (iv) solely for purposes of Section 9.14 therein, GSK plc, a public limited company organized under the laws of England and Wales ("Ultimate Parent"), Purchaser completed a tender offer (the "Offer") to purchase all outstanding shares of Class A Common Stock of the Company and Class B Common Stock of the Company. The shares of Class A Common Stock of the Company and Class B Common Stock of the Company that were tendered to Purchaser prior to the expiration time of the offer were exchanged for $124.00 per share, net to the seller in cash, without interest (the "Offer Price"), subject to applicable withholding tax.
- F2. (Continued from footnote 1) After completion of the Offer, pursuant to the terms of the Merger Agreement, Purchaser merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent.
- F3. The Reporting Person, a partner in Deerfield Management Company, L.P., has no pecuniary interest in the securities reported herein and disclaims beneficial ownership of such securities. The Reporting Person holds the securities for the benefit, and at the direction, of Deerfield Management Company, L.P.
- F4. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock of the Company.
- F5. Pursuant to the Merger Agreement, each restricted stock unit that was subject solely to time-based vesting (a "Company RSU") that was outstanding immediately prior to the effective time of the Merger, whether or not vested, 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 Company RSU immediately prior to the effective time of the Merger and (y) the Offer Price. The disposition of each Company RSU is exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pursuant to Rule 16b-3 thereunder.
- F6. Pursuant to the Merger Agreement, each option to purchase shares of Common Stock (a "Company Stock Option") that was outstanding immediately prior to the effective time of the Merger, whether or not vested, 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 Company Stock Option immediately prior to the effective time of the Merger and (y) the excess, if any, of the Offer Price over the applicable exercise price per share under such Company Stock Option. The disposition of each Company Stock Option is exempt from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder.
Key Figures
Class A shares tendered: 5,146 shares at $124.00 per share
Offer Price: $124.00 per share
RSUs cancelled: 3,444 restricted stock units
+3 more
6 metrics
Class A shares tendered
5,146 shares at $124.00 per share
Class A Common Stock disposed pursuant to the tender offer
Offer Price
$124.00 per share
Cash consideration per Nuvalent share in GlaxoSmithKline’s tender offer
RSUs cancelled
3,444 restricted stock units
Company RSUs converted into cash rights based on the $124.00 offer price
Stock option block 1
4,147 shares at $75.5300 exercise price
Company Stock Option cancelled and converted to a cash right; expires 2035-06-18
Stock option block 2
20,000 shares at $9.3600 exercise price
Company Stock Option cancelled and converted to a cash right; expires 2032-06-16
Stock option block 3
43,000 shares at $17.0000 exercise price
Company Stock Option cancelled and converted to a cash right; expires 2031-07-28
Key Terms
Agreement and Plan of Merger, tender offer, restricted stock unit, pecuniary interest, +2 more
6 terms
Agreement and Plan of Merger regulatory
"Pursuant to the Agreement and Plan of Merger, dated June 9, 2026"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
tender offer regulatory
"Purchaser completed a tender offer (the "Offer") to purchase all outstanding shares"
A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.
restricted stock unit financial
"Each restricted stock unit represents a contingent right to receive one share"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
pecuniary interest financial
"has no pecuniary interest in the securities reported herein and disclaims"
Section 16(b) regulatory
"The disposition of each Company RSU is exempt from Section 16(b) of the"
A federal rule that requires company insiders—like officers, directors and large shareholders—to return any profits made from buying and selling the company’s stock within a six-month window. It matters to investors because it discourages short-term trades that could exploit non-public information and helps protect outside shareholders by creating a simple, enforceable way to recover unfair gains, much like a rule stopping someone from flipping a limited-edition item for quick profit after getting early access.
Rule 16b-3 regulatory
"The disposition of each Company Stock Option is exempt pursuant to Rule 16b-3 thereunder"
Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.
FAQ
What insider transaction did Nuvalent (NUVL) director Wheeler Cameron report?
Wheeler Cameron reported disposing of 5,146 Nuvalent Class A shares at $124.00 per share, plus 3,444 RSUs and multiple stock option grants. These changes stem from GlaxoSmithKline’s tender offer and merger, and the securities are held for Deerfield Management’s benefit, not Cameron’s own.
How many Nuvalent (NUVL) restricted stock units were cancelled in the merger?
A total of 3,444 Nuvalent restricted stock units were cancelled and converted into a cash right. Each RSU entitled the holder to cash equal to the number of underlying shares multiplied by the $124.00 offer price, less applicable withholding taxes, at the merger’s effective time.
What happened to Nuvalent (NUVL) stock options in the GlaxoSmithKline merger?
Each Nuvalent stock option outstanding immediately before the merger was cancelled and converted into a cash right. The cash amount equaled the shares under the option times the excess, if any, of the $124.00 offer price over the option’s exercise price, consistent with the Merger Agreement.
Does Wheeler Cameron retain any Nuvalent (NUVL) securities after these transactions?
Reported holdings in the disclosed Nuvalent securities fell to zero after the tender-offer and cancellation transactions. Cameron states he has no pecuniary interest, disclaims beneficial ownership, and holds the positions for the benefit and at the direction of Deerfield Management Company, L.P.
How does Wheeler Cameron’s Form 4 describe his interest in Nuvalent (NUVL) securities?
The filing states that Cameron, a partner in Deerfield Management Company, L.P., has no pecuniary interest in the reported securities and disclaims beneficial ownership. It explains that he holds the securities for the benefit, and at the direction, of Deerfield Management Company, L.P.
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