Cui Xiangmin 4
4 · Nuvation Bio Inc. · Filed Sep 5, 2024
Insider Transaction Report
Form 4
Cui Xiangmin
Director
Transactions
- Conversion
Series A Preferred Stock
2024-09-04−128,792→ 0 total(indirect: By Decheng Anbio Limited)→ Class A Common Stock (12,879,200 underlying) - Award
Warrants (Right to Buy)
2024-09-03+437,834→ 437,834 total(indirect: By Decheng Anbio Limited)Exercise: $11.50Exp: 2029-04-09→ Class A Common Stock (437,834 underlying) - Conversion
Class A Common Stock
2024-09-04+5,157,900→ 7,611,031 total(indirect: By Decheng Capital Global Healthcare Fund (Master), LP) - Award
Series A Preferred Stock
2024-09-03+128,792→ 128,792 total(indirect: By Decheng Anbio Limited)→ Class A Common Stock (12,879,200 underlying) - Award
Series A Preferred Stock
2024-09-03+51,579→ 51,579 total(indirect: By Decheng Capital Global Healthcare Fund (Master), LP)→ Class A Common Stock (5,157,900 underlying) - Award
Warrants (Right to Buy)
2024-09-03+175,346→ 175,346 total(indirect: By Decheng Capital Global Healthcare Fund (Master), LP)Exercise: $11.50Exp: 2029-04-09→ Class A Common Stock (175,346 underlying) - Conversion
Series A Preferred Stock
2024-09-04−51,579→ 0 total(indirect: By Decheng Capital Global Healthcare Fund (Master), LP)→ Class A Common Stock (5,157,900 underlying) - Conversion
Class A Common Stock
2024-09-04+967,100→ 1,281,206 total(indirect: By Decheng Capital China Life Sciences USD Fund III, L.P.) - Award
Warrants (Right to Buy)
2024-09-03+32,877→ 32,877 total(indirect: By Decheng Capital China Life Sciences USD Fund III, L.P.)Exercise: $11.50Exp: 2029-04-09→ Class A Common Stock (32,877 underlying) - Conversion
Class A Common Stock
2024-09-04+12,879,200→ 17,062,202 total(indirect: By Decheng Anbio Limited) - Award
Series A Preferred Stock
2024-09-03+9,671→ 9,671 total(indirect: By Decheng Capital China Life Sciences USD Fund III, L.P.)→ Class A Common Stock (967,100 underlying) - Conversion
Series A Preferred Stock
2024-09-04−9,671→ 0 total(indirect: By Decheng Capital China Life Sciences USD Fund III, L.P.)→ Class A Common Stock (967,100 underlying)
Footnotes (8)
- [F1]In accordance with the Certificate of Designation of Preferences, Rights and Limitations of the Series A Non-Voting Convertible Preferred Stock (the "Series A Preferred Stock"), these shares of Series A Preferred Stock were automatically converted to Class A common stock based on the conversion ratio described in footnote 5, for no additional consideration, effective as of 5:00 p.m. Eastern time on September 4, 2024, the first business day following the satisfaction of the Convertibility Condition (as defined in footnote 6).
- [F2]These securities are owned directly by Decheng Capital China Life Sciences USD Fund III, L.P. ("Fund III"). The Reporting Person is the manager of Decheng Capital Management III (Cayman), LLC, the general partner of Fund III. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.
- [F3]These securities are owned directly by Decheng Capital Global Healthcare Fund (Master), LP ("Healthcare"). The Reporting Person is the indirect managing member and ultimate beneficial owner of Decheng Capital Global Healthcare GP, LLC, the general partner of Healthcare. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.
- [F4]These securities are owned directly by Decheng Anbio Limited ("SPV"). The Reporting Person is a director of SPV. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.
- [F5]Upon satisfaction of the Convertibility Condition, each share of Series A Preferred Stock became automatically convertible into 100 shares of Class A common stock, for no additional consideration, effective as of 5:00 p.m. Eastern time on September 4, 2024.
- [F6]The Series A Preferred Stock and Warrants were originally acquired on April 9, 2024. Upon issuance, the Series A Preferred Stock was not convertible into, and the Warrants were not exercisable for, Class A common stock until the Issuer's stockholders approved the issuance of the Class A common stock issuable upon conversion of the Series A Preferred Stock and exercise of Warrants (the "Convertibility Condition"). Because of the Convertibility Condition, the Series A Preferred Stock and the Warrants were not considered derivative securities and were, therefore, not reportable under Section 16 of the Securities Exchange Act, until such condition was satisfied. The Convertibility Condition was satisfied on September 3, 2024.
- [F7]Received pursuant to the Agreement and Plan of Merger and Reorganization, dated as of March 24, 2024, by and among 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.
- [F8]Upon satisfaction of the Convertibility Condition, the Warrants became exercisable for Class A common stock at any time at the option of the holder.