Nuvalent Inc.

11/04/2024 | Press release | Distributed by Public on 11/04/2024 15:50

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Noci Darlene
2. Issuer Name and Ticker or Trading Symbol
Nuvalent, Inc. [NUVL] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Development Officer
(Last) (First) (Middle)
C/O NUVALENT, INC., ONE BROADWAY, 14TH FLOOR 		3. Date of Earliest Transaction (Month/Day/Year)
11/01/2024
(Street)
CAMBRIDGE, MA 02142 		4. If Amendment, Date Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
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)
Code V Amount (A) or (D) Price
Class A Common Stock 11/01/2024 M(1) 5,000 A $14.40 38,300 D
Class A Common Stock 11/01/2024 S(1) 1,987 D $87.99(2) 36,313 D
Class A Common Stock 11/01/2024 S(1) 2,513 D $88.79(3) 33,800 D
Class A Common Stock 11/01/2024 S(1) 500 D $90.03(4) 33,300 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $14.40 11/01/2024 M(1) 5,000 (5) 08/01/2032 Class A Common Stock 5,000 $ 0 29,161 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Noci Darlene
C/O NUVALENT, INC.
ONE BROADWAY, 14TH FLOOR
CAMBRIDGE, MA 02142 		Chief Development Officer

Signatures

/s/ Nathan McConarty, attorney-in-fact 11/04/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) These transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 21, 2023.
(2) The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $87.37 to $88.35, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, Nuvalent, Inc. or any security holder of Nuvalent, Inc., upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2) through (4) of this Form 4.
(3) The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $88.37 to $89.19, inclusive.
(4) The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $89.91 to $90.18, inclusive.
(5) The shares underlying this option vest as follows: 25% of the shares vested on August 1, 2023, and the remainder have vested or shall vest over the three years thereafter in equal monthly installments, subject to continued service to Nuvalent, Inc. through the applicable vesting date.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.