4//SEC Filing
Omega Fund V, L.P. 4
Accession 0001209191-21-010367
CIK 0001811063other
Filed
Feb 11, 7:00 PM ET
Accepted
Feb 12, 5:59 PM ET
Size
19.0 KB
Accession
0001209191-21-010367
Insider Transaction Report
Form 4
Omega Fund V, L.P.
10% Owner
Transactions
- Conversion
Class A Common Stock
2021-02-10+8,130,097→ 27,712,373 total - Award
Class A Common Stock
2021-02-10$10.00/sh+500,000$5,000,000→ 28,212,373 total - Conversion
Series A Preferred Stock
2021-02-10−8,130,097→ 0 total→ Class A Common Stock (8,130,097 underlying)
Omega Fund V GP, L.P.
10% Owner
Transactions
- Conversion
Class A Common Stock
2021-02-10+8,130,097→ 27,712,373 total - Award
Class A Common Stock
2021-02-10$10.00/sh+500,000$5,000,000→ 28,212,373 total - Conversion
Series A Preferred Stock
2021-02-10−8,130,097→ 0 total→ Class A Common Stock (8,130,097 underlying)
Omega Fund V GP Manager, Ltd.
10% Owner
Transactions
- Conversion
Class A Common Stock
2021-02-10+8,130,097→ 27,712,373 total - Award
Class A Common Stock
2021-02-10$10.00/sh+500,000$5,000,000→ 28,212,373 total - Conversion
Series A Preferred Stock
2021-02-10−8,130,097→ 0 total→ Class A Common Stock (8,130,097 underlying)
Stampacchia Otello
10% Owner
Transactions
- Conversion
Class A Common Stock
2021-02-10+8,130,097→ 27,712,373 total - Award
Class A Common Stock
2021-02-10$10.00/sh+500,000$5,000,000→ 28,212,373 total - Conversion
Series A Preferred Stock
2021-02-10−8,130,097→ 0 total→ Class A Common Stock (8,130,097 underlying)
Nessi Claudio
10% Owner
Transactions
- Conversion
Class A Common Stock
2021-02-10+8,130,097→ 27,712,373 total - Award
Class A Common Stock
2021-02-10$10.00/sh+500,000$5,000,000→ 28,212,373 total - Conversion
Series A Preferred Stock
2021-02-10−8,130,097→ 0 total→ Class A Common Stock (8,130,097 underlying)
Paster Anne-Mari
10% Owner
Transactions
- Conversion
Class A Common Stock
2021-02-10+8,130,097→ 27,712,373 total - Award
Class A Common Stock
2021-02-10$10.00/sh+500,000$5,000,000→ 28,212,373 total - Conversion
Series A Preferred Stock
2021-02-10−8,130,097→ 0 total→ Class A Common Stock (8,130,097 underlying)
DOIG MICHELLE
Director
Transactions
- Conversion
Class A Common Stock
2021-02-10+8,130,097→ 27,712,373 total - Award
Class A Common Stock
2021-02-10$10.00/sh+500,000$5,000,000→ 28,212,373 total - Conversion
Series A Preferred Stock
2021-02-10−8,130,097→ 0 total→ Class A Common Stock (8,130,097 underlying)
Footnotes (5)
- [F1]Received pursuant to the Agreement and Plan of Merger, dated as of October 20, 2020, by and among Panacea Acquisition Corp. ("Panacea") and Panacea Merger Subsidiary Corp., a direct, wholly-owned subsidiary of Panacea ("Merger Sub"), and Nuvation Bio Inc. ("Legacy Nuvation") pursuant to which, as a result of a merger between Legacy Nuvation and Merger Sub, Legacy Nuvation became a direct, wholly-owned subsidiary of Panacea, which subsequently changed its name to Nuvation Bio Inc. (the "Issuer"). The transactions contemplated by the Merger Agreement are referred to herein as the "Business Combination."
- [F2]Includes 19,582,276 shares issued in connection with the conversion of shares of Class A Common Stock in the Business Combination, as defined herein.
- [F3]The reported securities are held directly by Omega Fund V, L.P. ("Omega V"). The reported securities may be deemed to be beneficially owned by each of Omega Fund V GP, L.P. ("Omega V GP"), as the general partner of Omega V, and Omega Fund V GP Manager, Ltd. ("Omega V GP Manager"), as the general partner of Omega V GP. Otello Stampacchia, Anne-Mari Paster and Claudio Nessi (the "Omega Directors") are all the shareholders and directors of Omega V GP Manager and have shared voting and investment power over the shares held by Omega V. Michelle Doig is a partner of Omega V and shares voting and investment power over the shares held by Omega V. Each of Omega V GP, Omega Fund V GP Manager, the Omega Directors and Michelle Doig disclaims beneficial ownership of the securities reported herein, except to the extent of its or their pecuniary interest therein, if any.
- [F4]On October 20, 2020, the Issuer entered into subscription agreements (the "Subscription Agreements") with certain investors (the "PIPE Investors") pursuant to which such investors agreed to purchase, immediately prior to the closing of the Business Combination, as defined herein, an aggregate of $476,550,000 of the Issuer's shares of Class A Common Stock at a price of $10.00 per share, or an aggregate of 47,655,000 shares of Class A Common Stock. The Reporting Person is among the PIPE Investors.
- [F5]Each share of Series A Preferred Stock stock automatically converted into Class A Common Stock on a 1-for-1 basis immediately prior to the closing of the Business Combination and has no expiration date nor conversion price.
Documents
Issuer
Nuvation Bio Inc.
CIK 0001811063
Entity typeother
IncorporatedCayman Islands
Related Parties
1- filerCIK 0001641354
Filing Metadata
- Form type
- 4
- Filed
- Feb 11, 7:00 PM ET
- Accepted
- Feb 12, 5:59 PM ET
- Size
- 19.0 KB