[Form 4] Nuvalent, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Insider Trading Alert: James E. Flynn and Deerfield Management Company reported significant beneficial ownership changes in Nuvalent (NUVL) through multiple transactions on June 18, 2025.

Key Transaction Details:

• Two directors affiliated with Deerfield Management received RSUs: Cameron Wheeler and Joseph Pearlberg each granted 2,647 shares vesting by June 18, 2026
• Both directors received stock options to purchase 4,147 shares each at $75.53/share, expiring June 18, 2035
• Deerfield entities maintain substantial holdings: Deerfield Private Design Fund IV and Deerfield Healthcare Innovations Fund each own 8,670,512 shares
• Deerfield Partners holds 650,000 shares

All securities are held indirectly through Deerfield Management Company, with James Flynn serving as the sole member of the general partner entities. The filing indicates significant institutional control through multiple investment vehicles and board representation.

SEC Form 4

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

OMB APPROVAL

OMB Number:			3235-0287
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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^*

Flynn James E

(Last) (First) (Middle)

345 PARK AVENUE SOUTH, 12TH FLOOR

(Street)

NEW YORK NY 10010

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Nuvalent, Inc. [ NUVL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			Director by Deputization

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	06/18/2025		A		2,647(1)	A	$0	2,647(1)	I	Through Deerfield Management Company, L.P.(1)(3)(7)
Class A Common Stock	06/18/2025		A		2,647(2)	A	$0	2,647(2)	I	Through Deerfield Management Company, L.P.(2)(3)(7)
Class A Common Stock								4,998	I	Through Deerfield Management Company, L.P.(3)(6)(7)
Class A Common Stock								650,000	I	Deerfield Partners, L.P.(3)(7)
Class A Common Stock								8,670,512	I	Through Deerfield Private Design Fund IV, L.P.(3)(7)
Class A Common Stock								8,670,512	I	Through Deerfield Healthcare Innovations Fund, L.P.(3)(7)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Stock Option (Right to Buy)	$75.53	06/18/2025		A		4,147(4)		(4)	06/18/2035	Class A Common Stock	4,147(4)	$0	4,147(4)	I	Through Deerfield Management Company, L.P.(3)(4)(7)
Stock Option (Right to Buy)	$75.53	06/18/2025		A		4,147(5)		(5)	06/18/2035	Class A Common Stock	4,147(5)	$0	4,147(5)	I	Through Deerfield Management Company, L.P.(3)(5)(7)

1. Name and Address of Reporting Person^*

Flynn James E

(Last) (First) (Middle)

345 PARK AVENUE SOUTH, 12TH FLOOR

(Street)

NEW YORK NY 10010

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			Director by Deputization

1. Name and Address of Reporting Person^*

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C)

(Last) (First) (Middle)

345 PARK AVENUE SOUTH, 12TH FLOOR

(Street)

NEW YORK NY 10010

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			Director by Deputization

Explanation of Responses:

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 Mr. 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 18, 2026 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.

2. Joseph Pearlberg, an employee of 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 Mr. Pearlberg, 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 18, 2026 or the date of the Issuer's next annual meeting of stockholders, subject to Mr. Pearlberg's continued service to the Issuer through the applicable vesting date.

3. 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.

4. The option was granted to Mr. Wheeler on June 18, 2025 and is scheduled to vest and become exercisable on the earlier of June 18, 2026 and 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. Such Option is held for the benefit, and at the direction, or Deerfield Management.

5. The option was granted to Mr. Pearlberg on June 18, 2025 and is scheduled to vest and become exercisable on the earlier of June 18, 2026 and the date of the Issuer's next annual meeting of stockholders, subject to Mr. Pearlberg's continued service to the Issuer through the applicable vesting date. Such Option is held for the benefit, and at the direction, or Deerfield Management.

6. Represents shares underlying fully vested restricted stock units originally issued to Messrs. Wheeler and Pearlberg, which shares are held for the benefit, and at the direction, of Deerfield Management.

7. 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:

Each of Cameron Wheeler, who is a partner in Deerfield Management, and Joseph Pearlberg, who is an employee of Deerfield Management, serves 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	06/20/2025
	** 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.

FAQ

What insider trading activity occurred at NUVL on June 18, 2025?

On June 18, 2025, two key transactions occurred: 1) Two directors affiliated with Deerfield Management each received 2,647 restricted stock units (RSUs) at $0, and 2) Each director also received stock options to purchase 4,147 shares at an exercise price of $75.53, exercisable until June 18, 2035.

How many shares of NUVL does Deerfield entities beneficially own?

Deerfield entities collectively own a substantial position in NUVL, including: 8,670,512 shares through Deerfield Private Design Fund IV, L.P., another 8,670,512 shares through Deerfield Healthcare Innovations Fund, L.P., 650,000 shares through Deerfield Partners, L.P., and 4,998 shares through Deerfield Management Company, L.P.

What are the vesting terms for NUVL's recent RSU grants to directors?

The RSUs granted on June 18, 2025 vest in full on the earlier of June 18, 2026 or the date of NUVL's next annual meeting of stockholders, subject to the director's continued service to the company through the applicable vesting date.

Who are the Deerfield-affiliated directors on NUVL's board?

Two Deerfield-affiliated directors serve on NUVL's board: Cameron Wheeler, who is a partner at Deerfield Management, and Joseph Pearlberg, who is an employee of Deerfield Management. Both received identical RSU and stock option grants on June 18, 2025.

What is the exercise price and expiration date of NUVL's recent director stock options?

The stock options granted to directors on June 18, 2025 have an exercise price of $75.53 per share and expire on June 18, 2035. The options vest on the earlier of June 18, 2026 or the date of the company's next annual meeting of stockholders.