NODELMAN OLEG 4
4 · Nuvation Bio Inc. · Filed Feb 12, 2021
Insider Transaction Report
Form 4
NODELMAN OLEG
DirectorCEO and Chairman of the Board
Transactions
- Conversion
Class A Common Stock
2021-02-10+2,775,000→ 3,165,000 total(indirect: By Limited Liability Company) - Award
Class A Common Stock
2021-02-10+2,106,000→ 2,106,000 total(indirect: By Partnership) - Award
Class A Common Stock
2021-02-10+394,000→ 394,000 total(indirect: By Partnership) - Award
Class A Common Stock
2021-02-10$10.00/sh+2,112,735$21,127,350→ 4,218,735 total(indirect: By Partnership) - Award
Class A Common Stock
2021-02-10$10.00/sh+387,265$3,872,650→ 781,265 total(indirect: By Partnership) - Award
Class A Common Stock
2021-02-10+2,365,511→ 6,584,246 total(indirect: By Partnership) - Award
Class A Common Stock
2021-02-10+515,879→ 1,297,144 total(indirect: By Partnership) - Award
Class A Common Stock
2021-02-10+2,200,627→ 2,200,627 total(indirect: By Partnership) - Conversion
Class B Common Stock
2021-02-10−2,775,000→ 0 total(indirect: By Limited Liability Company)→ Class A Common Stock (2,775,000 underlying) - Award
Warrant (Right to Buy)
2021-02-10+130,000→ 130,000 total(indirect: By Limited Liability Company)Exercise: $11.50From: 2021-07-06→ Class A Common Stock (130,000 underlying) - Award
Warrant (Right to Buy)
2021-02-10+702,000→ 702,000 total(indirect: By Partnership)Exercise: $11.50From: 2021-07-06→ Class A Common Stock (702,000 underlying) - Award
Warrant (Right to Buy)
2021-02-10+131,333→ 131,333 total(indirect: By Partnership)Exercise: $11.50From: 2021-07-06→ Class A Common Stock (131,333 underlying)
Footnotes (10)
- [F1]Each share of Class B Common Stock owned prior to the Business Combination (as defined below) was converted into one share of Class A Common Stock; the Class B Common Stock was convertible at any time at the election of EcoR1 Panacea Holdings, LLC (or would have automatically converted at the time of the issuer's initial business combination if not yet converted at such time) with no expiration date.
- [F10]Warrants included in units purchased in a private placement by EcoR1 Panacea Holdings, LLC for $10.00 per unit in connection with Panacea's initial public offering. Each unit consisted of one share of Class A common stock and one-third of one warrant to purchase one share of Class A common stock. Upon the closing of the Business Combination, the warrants may be deemed to be derivative securities for purposes of Section 16.
- [F2]EcoR1 Panacea Holdings, LLC, which is the owner of record of these securities, is managed by its managing members, EcoR1 Capital Fund, L.P., EcoR1 Capital Fund Qualified, L.P. and EcoR1 Venture Opportunity Fund, L.P. The general partner of EcoR1 Capital Fund, L.P. and EcoR1 Capital Fund Qualified, L.P. is EcoR1 Capital, LLC and the general partner of EcoR1 Venture Opportunity Fund, L.P. is Biotech Opportunity GP, LLC (together with EcoR1 Capital, LLC, the "General Partners"). Oleg Nodelman is the manager of each of the General Partners. Each of the Reporting Persons may be deemed a beneficial owner of shares held by EcoR1 Panacea Holdings, LLC but each (other than EcoR1 Panacea Holdings, LLC) disclaims beneficial ownership of any such shares except to the extent of its respective pecuniary interest therein.
- [F3]Acquired immediately prior to the closing of the Business Combination pursuant to the forward purchase agreement entered into with Panacea Acquisition Corp. ("Panacea") at the time of its initial public offering for a purchase price of $10.00 per one share of Class A common stock and one-third of one warrant to purchase one share of Class A common stock.
- [F4]Oleg Nodelman is the manager of EcoR1 Capital Fund Qualified, L.P., which is the record owner of these securities.
- [F5]Oleg Nodelman is the manager of EcoR1 Capital Fund, L.P. , which is the owner of record of these securities.
- [F6]Acquired pursuant to one of a number of subscription agreements that Panacea entered into with various investors pursuant to which such investors agreed to purchase, immediately prior to the closing of the Business Combination (as defined below), an aggregate of 47,655,000 shares of Class A Common Stock at a price of $10.00 per share.
- [F7]Acquired pursuant to the Agreement and Plan of Merger, dated as of October 20, 2020, by and among Panacea, 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. (such transaction, the "Business Combination").
- [F8]Oleg Nodelman is the manager of EcoR1 Venture Opportunity Fund, LP, which is the owner of record of these securities.
- [F9]5:00 p.m., New York City time, on February 10, 2026.