Deerfield-linked director entity reports 3,444 Nuvalent (NUVL) RSUs and large holdings
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Flynn James E reported acquisition or exercise transactions in this Form 4 filing.
Nuvalent, Inc. reported an updated insider position for entities affiliated with Deerfield Management Company, L.P., highlighting a new equity award tied to board service. On June 16, 2026, 3,444 restricted stock units (RSUs) were granted to director Cameron Wheeler, which are held for the benefit and at the direction of Deerfield Management.
Each RSU represents one share of Nuvalent Class A common stock and vests in full on the earlier of June 16, 2027 or the company’s next annual stockholder meeting, subject to Wheeler’s continued service. The filing also lists indirect Class A common stock holdings through several Deerfield funds, including 8,299,225 shares through Deerfield Healthcare Innovations Fund, L.P., 650,000 shares through Deerfield Partners, L.P., and 10,292 shares through Deerfield Management Company, L.P. The reporting persons disclaim beneficial ownership except to the extent of any indirect pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
5 transactions reported
Mixed
5 txns
Insider
Flynn James E, DEERFIELD MANAGEMENT COMPANY, L.P.
Role
null | null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Class A Common Stock | 3,444 | $0.00 | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
Holdings After Transaction:
Class A Common Stock — 3,444 shares (Indirect, Through Deerfield Management Company, L.P.)
Footnotes (1)
- Cameron Wheeler, a partner in Deerfield Management Company, L.P. ("Deerfield Management"), serves as a director of the Issuer. The reported shares of Class A Common Stock are issuable under restricted stock units ("RSUs") granted to Dr. Wheeler, which are held for the benefit, and at the direction, of Deerfield Management. Each RSU represents the right to receive one share of the Issuer's Class A Common Stock. The RSUs vest in full on the earlier of June 16, 2027 or the date of the Issuer's next annual meeting of stockholders, subject to Mr. Wheeler's continued service to the Issuer through the applicable vesting date. This Form 4 is being filed by the undersigned as well as the entity 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. 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. Represents shares underlying fully vested restricted stock units originally issued to Dr. Wheeler and Joseph Pearlberg (who formerly served as a director of the Issuer), which shares are held for the benefit, and at the direction, of Deerfield Management.
Key Figures
RSU grant: 3,444 RSUs
RSU vesting date: June 16, 2027
Deerfield Healthcare Innovations Fund holding: 8,299,225 shares
+3 more
6 metrics
RSU grant
3,444 RSUs
Granted June 16, 2026 to director, held for Deerfield Management
RSU vesting date
June 16, 2027
RSUs vest on earlier of June 16, 2027 or next annual meeting
Deerfield Healthcare Innovations Fund holding
8,299,225 shares
Indirect Class A common stock holding through Deerfield Healthcare Innovations Fund, L.P.
Deerfield Partners holding
650,000 shares
Indirect Class A common stock holding through Deerfield Partners, L.P.
Deerfield Management holding
10,292 shares
Indirect Class A common stock holding through Deerfield Management Company, L.P.
RSU grant price
$0.0000 per share
RSUs reported with zero purchase price as a grant/award acquisition
Key Terms
restricted stock units, pecuniary interest, Section 16, director by deputization, +1 more
5 terms
restricted stock units financial
"The reported shares of Class A Common Stock are issuable under restricted stock units ("RSUs") granted to Dr. Wheeler"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
pecuniary interest financial
"each Reporting Person disclaims beneficial ownership ... except to the extent of his/its indirect pecuniary interest therein"
Section 16 regulatory
"For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership"
Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.
director by deputization regulatory
"other: Director by Deputization"
indirect ownership financial
"nature_of_ownership: Through Deerfield Healthcare Innovations Fund, L.P."
FAQ
What insider transaction did Nuvalent (NUVL) report in this Form 4?
Nuvalent reported a grant of 3,444 restricted stock units linked to director Cameron Wheeler, held for the benefit of Deerfield Management. The award represents Class A common stock and is reported as an indirect acquisition, not an open‑market purchase or sale.
Who effectively benefits from the new Nuvalent (NUVL) RSU grant?
The 3,444 RSUs were granted to director Cameron Wheeler but are held for the benefit, and at the direction, of Deerfield Management Company, L.P. The reporting persons disclaim beneficial ownership beyond any indirect pecuniary interest described in the filing’s footnotes.
When do the 3,444 Nuvalent (NUVL) RSUs vest for the Deerfield-affiliated director?
The 3,444 restricted stock units vest in full on the earlier of June 16, 2027 or Nuvalent’s next annual stockholder meeting. Vesting is conditioned on Cameron Wheeler’s continued service to Nuvalent through the applicable vesting date, according to the filing.