Form 4 for NUVB Nuvation Bio Inc.
Accepted 2024-04-11 00:00:00 ET · period of report 2024-04-09 · accession 0001415889-24-010720 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2024-04-11 | 2024-04-09 | NUVB | Wang Junyuan Jerry | CEO, ANHEART THERAPEUTICS LTD, Dir | A - Grant | $0.00 | +1.38M | 1.38M | New | $0 |
| DI | 2024-04-11 | 2024-04-09 | NUVB | Wang Junyuan Jerry | CEO, ANHEART THERAPEUTICS LTD, Dir | A - Grant | $0.00 | +550.8K | 550.8K | New | $0 |
| DM | 2024-04-11 | 2024-04-09 | NUVB | Wang Junyuan Jerry | CEO, ANHEART THERAPEUTICS LTD, Dir | A - Grant | $0.00 | +875.0K | 486.7K | New | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock | 2024-04-09 | A | A | 1,378,989 | $0.00 | 1,378,989 | D | — | — | (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. (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"). |
| 2 | Common | Class A Common Stock | 2024-04-09 | A | A | 550,758 | $0.00 | 550,758 | I By LLC | — | — | (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. (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"). (F5) Shares are held directly by WangWang, LLC, of which the Reporting Person is Manager. |
| 3 | Derivative | Stock Option (Right to Buy) | 2024-04-09 | A | A | 388,299 | $0.00 | 388,299 | D | $0.68 · — to 2029-12-31 | 388,299 Class A Common Stock | (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. |
| 4 | Derivative | Stock Option (Right to Buy) | 2024-04-09 | A | A | 486,669 | $0.00 | 486,669 | D | $0.68 · — to 2028-12-31 | 486,669 Class A Common Stock | (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. |