EcoR1 Capital Fund Form 4 Nuvation Bio / OLEG NODELMAN ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

NODELMAN OLEG

(Last)

(First)

(Middle)

357 TEHAMA STREET #3

(Street)

SAN FRANCISCO

94103

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Nuvation Bio Inc. [ NUVB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	03/31/2021		P⁽¹⁾		151,544	A	$10.45	6,735,790	I	See Notes 2 and 3⁽²⁾⁽³⁾
Class A Common Stock	03/31/2021		S⁽¹⁾		151,544	A	$10.45	1,145,600	I	See Notes 2 and 4⁽²⁾⁽⁴⁾
Class A Common Stock	07/31/2021		P⁽¹⁾		56,598	A	$8.64	7,198,407	I	See Notes 2 and 3⁽²⁾⁽³⁾
Class A Common Stock	07/31/2021		S⁽¹⁾		56,598	D	$8.64	1,147,483	I	See Notes 2 and 4⁽²⁾⁽⁴⁾
Class A Common Stock	11/24/2021		P		163,268	A	$7.6859	7,361,675	I	See Notes 2 and 3⁽²⁾⁽³⁾
Class A Common Stock	11/24/2021		P		21,758	A	$7.6859	1,169,241	I	See Notes 2 and 4⁽²⁾⁽⁴⁾
Class A Common Stock								3,165,000	I	See Notes 2 and 5⁽²⁾⁽⁵⁾
Class A Common Stock								2,200,627	I	See Notes 2 and 6⁽²⁾⁽⁶⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

NODELMAN OLEG

(Last)

(First)

(Middle)

357 TEHAMA STREET #3

(Street)

SAN FRANCISCO

94103

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

EcoR1 Capital, LLC

(Last)

(First)

(Middle)

357 TEHAMA STREET #3

(Street)

SAN FRANCISCO

94103

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

EcoR1 Capital Fund, L.P.

(Last)

(First)

(Middle)

357 TEHAMA STREET #3

(Street)

SAN FRANCISCO

94103

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

EcoR1 Capital Fund Qualified, L.P.

(Last)

(First)

(Middle)

357 TEHAMA STREET #3

(Street)

SAN FRANCISCO

94103

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

EcoR1 Venture Opportunity Fund, LP

(Last)

(First)

(Middle)

357 TEHAMA STREET #3

(Street)

SAN FRANCISCO

94103

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Biotech Opportunity GP, LLC

(Last)

(First)

(Middle)

1370 TRANCAS STREET, SUITE 176

(Street)

NAPA

94558

(City)

(State)

(Zip)

Explanation of Responses:

1. EcoR1 Capital Fund, L.P. ("Capital Fund") and EcoR1 Capital Fund Qualified, L.P. ("Qualified Fund") are private investment funds managed by EcoR1 Capital, LLC ("EcoR1") on a parri passu basis. These securities were transferred from Capital Fund to Qualified Fund as part of a periodic rebalancing of the portfolios of the funds.

2. EcoR1 is the investment adviser to Capital Fund, Qualified Fund and EcoR1 Venture Opportunity Fund, L.P. ("Venture Fund"). EcoR1 is the general partner of Capital Fund and Qualified Fund, and Biotech Opportunity GP, LLC ("Biotech") is the general partner of Venture Fund. Mr. Nodelman is the manager and controlling owner of EcoR1 and Biotech. The funds hold these securities directly for the benefit of their investors. EcoR1 indirectly beneficially owns them as the investment adviser to the funds. Mr. Nodelman indirectly beneficially owns them as the control person of EcoR1. The Reporting Persons disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.

3. Qualified Fund is the record holder of these securities.

4. Capital Fund is the record holder of these securities.

5. EcoR1 Panacea Holdings, LLC, which is the owner of record of these securities, is managed by its managing members, Capital Fund, Qualified Fund and Venture Fund. Each of the Reporting Persons may be deemed a beneficial owner of shares held by EcoR1 Panacea Holdings, LLC, but each Reporting Person disclaims beneficial ownership of any such shares except to the extent of its respective pecuniary interest therein.

6. These securities are held of record by Venture Fund. Biotech indirectly beneficially owns these securities as the general partner of Venture Fund, and Mr. Nodelman indirectly beneficially owns these securities as the control person of Biotech and EcoR1.

Remarks:

The Reporting Persons are filing this Form 4 jointly, but not as a group, and each expressly disclaims membership in a group within the meaning of Rule 13d-5(b) under the Securities Exchange Act of 1934, as amended. Mr. Nodelman serves on the board of directors of the issuer.

	Oleg Nodelman, individually and as Manager of EcoR1 Capital, LLC and Biotech Opportunity GP, LLC	11/30/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

EcoR1 Capital Fund Form 4Nuvation Bio / OLEG NODELMAN ownership change