Deerfield funds exit Nuvalent in $124 GSK merger
Deerfield-affiliated reporting persons for Nuvalent, Inc. disposed of all indirectly held Class A and Class B common stock, RSUs and stock options in connection with Nuvalent’s cash acquisition by GlaxoSmithKline.
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Form Type
4
Rhea-AI Filing Summary
Deerfield-affiliated reporting persons for Nuvalent, Inc. disposed of all indirectly held Class A and Class B common stock, RSUs and stock options in connection with Nuvalent’s cash acquisition by GlaxoSmithKline. Each share was cancelled or tendered for $124.00 in cash, leaving all reported Nuvalent equity positions at zero.
Insider Trade Summary
18 transactions reported
Mixed
18 txns
Insider
Flynn James E, DEERFIELD MANAGEMENT COMPANY, L.P., Deerfield Mgmt HIF, L.P., Deerfield Healthcare Innovations Fund, L.P., DEERFIELD PARTNERS, L.P., Deerfield Mgmt L.P., Deerfield Mgmt IV, L.P., Deerfield Private Design Fund IV, L.P.
Role
Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Class B Common Stock F6, F1, F8, F9 | 2,717,627 | $124.00 | $336.99M |
| Disposition | Class B Common Stock F6, F1, F8, F9 | 2,717,627 | $124.00 | $336.99M |
| Disposition | Stock Option (right to buy) F7, F6, F3 | 43,000 | -- | -- |
| Disposition | Stock Option (right to buy) F7, F6, F4 | 43,000 | -- | -- |
| Disposition | Stock Option (right to buy) F7, F6, F3 | 20,000 | -- | -- |
| Disposition | Stock Option (right to buy) F7, F6, F4 | 20,000 | -- | -- |
| Disposition | Stock Option (right to buy) F7, F6, F3 | 15,000 | -- | -- |
| Disposition | Stock Option (right to buy) F7, F6, F4 | 15,000 | -- | -- |
| Disposition | Stock Option (right to buy) F7, F6, F3 | 3,789 | -- | -- |
| Disposition | Stock Option (right to buy) F7, F6, F4 | 3,789 | -- | -- |
| Disposition | Stock Option (right to buy) F7, F6, F3 | 4,147 | -- | -- |
| Disposition | Stock Option (right to buy) F7, F6, F4 | 4,147 | -- | -- |
| Disposition | Class A Common Stock F1, F8, F9 | 8,299,225 | $124.00 | $1.03B |
| Disposition | Class A Common Stock F1, F8, F9 | 8,299,225 | $124.00 | $1.03B |
| Disposition | Class A Common Stock F1, F8, F9 | 650,000 | $124.00 | $80.60M |
| Tender Offer | Class A Common Stock F2, F3 | 5,146 | $124.00 | $638K |
| Tender Offer | Class A Common Stock F2, F4 | 5,146 | $124.00 | $638K |
| Disposition | Class A Common Stock - Restricted Stock Units F5, F3 | 3,444 | $124.00 | $427K |
Holdings After Transaction:
Class B Common Stock — 0 contracts (Indirect, Through Deerfield Private Design Fund IV, L.P.);
Class B Common Stock — 0 contracts (Indirect, Through Deerfield Healthcare Innovations Fund, L.P.);
Stock Option (right to buy) — 0 contracts (Indirect, Through Deerfield Mangement Company, L.P.);
Class A Common Stock — 0 shares (Indirect, Through Deerfield Private Design Fund IV, L.P.);
Class A Common Stock — 0 shares (Indirect, Through Deerfield Healthcare Innovations Fund, L.P.);
Class A Common Stock — 0 shares (Indirect, Through Deerfield Partners, L.P.);
Class A Common Stock — 0 shares (Indirect, Through Deerfield Mangement Company, L.P.);
Class A Common Stock - Restricted Stock Units — 0 shares (Indirect, Through Deerfield Mangement Company, L.P.)
Footnotes (9)
- F1. 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.
- F2. 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.
- F3. 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.
- F4. 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.
- F5. 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.
- F6. 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.
- F7. 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.
- F8. 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.
- F9. 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.
Key Figures
Merger cash price: $124.00 per share
Class A shares via Deerfield Healthcare Innovations Fund: 8299225.0000 shares
Class A shares via Deerfield Private Design Fund IV: 8299225.0000 shares
+4 more
7 metrics
Merger cash price
$124.00 per share
Cash paid for each Class A and Class B share under the Merger Agreement
Class A shares via Deerfield Healthcare Innovations Fund
8299225.0000 shares
Indirectly disposed to acquirer at $124.00 per share in merger-related issuer disposition
Class A shares via Deerfield Private Design Fund IV
8299225.0000 shares
Indirectly disposed to acquirer at $124.00 per share in merger-related issuer disposition
Class B Common Stock per derivative entry
2717627.0000 shares
Each Class B block converted into right to receive $124.00 per underlying Class A share in cash
Stock options at $17.00 strike
43000.0000 options
Options cancelled and cash-settled based on $124.00 per share less $17.0000 exercise price
Stock options at $9.3600 strike
20000.0000 options
Options cancelled and cash-settled based on $124.00 per share less $9.3600 exercise price
RSUs cancelled for cash
3444.0000 share-equivalent RSUs
Restricted stock units converted into cash equal to shares times $124.00
Key Terms
Agreement and Plan of Merger, tender offer, restricted stock units ("RSUs"), Rule 16b-3, +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 units ("RSUs") financial
"The reported shares of Class A Common Stock were issuable under restricted stock units ("RSUs")..."
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
Rule 16b-3 regulatory
"The disposition of such securities was exempted pursuant to Rule 16b-3 under the Exchange Act..."
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.
Director by Deputization regulatory
"Each reporting entity is listed as a director with the title "Director by Deputization"."
pecuniary interest financial
"Each Reporting Person disclaims beneficial ownership except to the extent of its indirect pecuniary interest..."
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What price did Nuvalent (NUVL) holders affiliated with Deerfield receive in the GSK deal?
They received $124.00 in cash per share for each Class A and Class B common share. RSUs and options were cancelled and converted into cash based on the same $124.00 per share value, adjusted for the number of underlying shares and option exercise prices, where applicable.
How were Nuvalent (NUVL) restricted stock units and options treated in the merger?
Each RSU was cancelled and converted into cash equal to shares × $124.00. Each stock option was cancelled and converted into cash equal to shares × ( $124.00 minus the exercise price ), if that excess was positive, all pursuant to the Merger Agreement and exempt under Rule 16b-3.
Do the Deerfield reporting persons still hold any Nuvalent (NUVL) securities after the merger?
Reported post-transaction holdings are zero Nuvalent securities for the covered positions. Each Form 4 transaction line shows 0.0000 shares or options following the merger-related dispositions, and no remaining derivative positions are listed, indicating a full exit from reported Nuvalent equity interests.
Were the Nuvalent (NUVL) transactions executed under a Rule 10b5-1 trading plan?
There is no indication these were Rule 10b5-1 trading plan transactions. The Rule 10b5-1 checkbox is not marked, and the notes instead describe dispositions arising from the negotiated Merger Agreement and tender offer structure, exempt under Rule 16b-3.
Who are the reporting persons in this Nuvalent (NUVL) Form 4 and how is ownership characterized?
Reporting persons include James E. Flynn, Deerfield Management Company, L.P., and several Deerfield funds. Footnotes state securities were held by the funds, often through Nuvalent directors, and each reporting person disclaims beneficial ownership beyond any indirect pecuniary interest in those fund-held positions.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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