4//SEC Filing
Wang Junyuan Jerry 4
Accession 0001415889-24-010720
CIK 0001811063other
Filed
Apr 10, 8:00 PM ET
Accepted
Apr 11, 6:30 PM ET
Size
13.5 KB
Accession
0001415889-24-010720
Insider Transaction Report
Form 4
Wang Junyuan Jerry
DirectorCEO, ANHEART THERAPEUTICS LTD.
Transactions
- Award
Class A Common Stock
2024-04-09+550,758→ 550,758 total(indirect: By LLC) - Award
Class A Common Stock
2024-04-09+1,378,989→ 1,378,989 total - Award
Stock Option (Right to Buy)
2024-04-09+486,669→ 486,669 totalExercise: $0.68Exp: 2028-12-31→ Class A Common Stock (486,669 underlying) - Award
Stock Option (Right to Buy)
2024-04-09+388,299→ 388,299 totalExercise: $0.68Exp: 2029-12-31→ Class A Common Stock (388,299 underlying)
Footnotes (9)
- [F1]Received pursuant to the Agreement and Plan of Merger and Reorganization, dated as of March 24, 2024, by and among Nuvation Bio Inc. (the "Issuer"), AnHeart Therapeutics Ltd. ("AnHeart"), Artemis Merger Sub I, Ltd., a wholly owned subsidiary of the Issuer ("Merger Sub I"), and Artemis Merger Sub II, Ltd., a wholly owned subsidiary of the Issuer ("Merger Sub II"), whereby Merger Sub I merged with and into AnHeart, with AnHeart surviving such merger as a direct, wholly owned subsidiary of the Issuer (the "First Merger"). Immediately following the First Merger, AnHeart, as the surviving company of the First Merger, merged with and into Merger Sub II, with Merger Sub II surviving such merger as a direct, wholly owned subsidiary of the Issuer (the "Second Merger" and, collectively with the First Merger, as appropriate, the "Merger").
- [F2]Received in exchange for 1,920,000 ordinary shares of AnHeart in connection with the Merger (as described in footnote 1) on April 9, 2024.
- [F3]Includes 552,852 shares subject to restricted stock units ("RSUs") received in exchange for 315,000 RSUs of AnHeart, which will vest based upon the satisfaction of performance-based criteria.
- [F4]Received in exchange for 1,280,000 ordinary shares of AnHeart in connection with the Merger (as described in Footnote 1 ) on April 9, 2024.
- [F5]Shares are held directly by WangWang, LLC, of which the Reporting Person is Manager.
- [F6]Received in exchange for an option to purchase 277,290 ordinary shares of AnHeart at an exercise price of $1.185 per share in connection with the Merger (as described in footnote 1) on April 9, 2024.
- [F7]Option vests as to 25% on the first anniversary of 1/1/2021, and the remainder of the shares will vest in 12 successive equal quarterly installments thereafter, subject to Reporting Person's continuous service on each such vesting date.
- [F8]Received in exchange for an option to purchase 221,242 ordinary shares of AnHeart at an exercise price of $1.185 per share in connection with the Merger (as described in footnote 1) on April 9, 2024.
- [F9]Option vests as to 25% on the first anniversary of 1/1/2022, and the remainder of the shares will vest in 12 successive equal quarterly installments thereafter, subject to Reporting Person's continuous service on each such vesting date.
Documents
Issuer
Nuvation Bio Inc.
CIK 0001811063
Entity typeother
Related Parties
1- filerCIK 0002017749
Filing Metadata
- Form type
- 4
- Filed
- Apr 10, 8:00 PM ET
- Accepted
- Apr 11, 6:30 PM ET
- Size
- 13.5 KB