SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person*
Pelish Henry E.

(Last) (First) (Middle)
C/O NUVALENT, INC.
ONE BROADWAY, 14TH FLOOR

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
07/09/2024
3. Issuer Name and Ticker or Trading Symbol
Nuvalent, Inc. [ NUVL ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Scientific Officer
5. If Amendment, Date of 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
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock 63,495(1) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) (2) 05/25/2030 Class A Common Stock 5,914 $0.65 D
Stock Option (Right to Buy) (3) 12/15/2030 Class A Common Stock 9,627 $0.87 D
Stock Option (Right to Buy) (4) 02/16/2031 Class A Common Stock 8,085 $1.08 D
Stock Option (Right to Buy) (5) 04/29/2031 Class A Common Stock 3,258 $6.89 D
Stock Option (Right to Buy) (6) 01/04/2032 Class A Common Stock 18,281 $18.93 D
Stock Option (Right to Buy) (7) 01/06/2033 Class A Common Stock 32,452 $27.85 D
Stock Option (Right to Buy) (8) 03/01/2033 Class A Common Stock 32,175 $29.33 D
Stock Option (Right to Buy) (9) 01/05/2034 Class A Common Stock 28,900 $72.35 D
Explanation of Responses:
1. Includes 20,200 shares of Nuvalent, Inc. Class A Common Stock issuable under restricted stock units ("RSUs"). Each RSU represents the right to receive one share of Nuvalent, Inc. Class A Common Stock. The RSUs vest in three equal annual installments following January 5, 2024, subject to continued service to Nuvalent, Inc. through the applicable vesting date.
2. The shares underlying this option are fully vested.
3. The shares underlying this option vest as follows: 25% of the 57,759 shares originally underlying the option vested on August 3, 2021 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.
4. The shares underlying this option vest as follows: 25% of the 27,720 shares originally underlying the option vested on February 1, 2022 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.
5. The shares underlying this option vest as follows: 25% of the 9,198 shares originally underlying the option vested on April 29, 2022 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.
6. The shares underlying this option vest as follows: 25% of the 35,100 shares originally underlying the option vested on January 4, 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.
7. The 42,100 shares originally underlying this option have vested or shall vest over the four years following January 6, 2023 in equal monthly installments, subject to continued service to Nuvalent, Inc. through the applicable vesting date.
8. The 39,600 shares originally underlying this option have vested or shall vest over the four years following March 1, 2023 in equal monthly installments, subject to continued service to Nuvalent, Inc. through the applicable vesting date.
9. The shares underlying this option have vested or shall vest over the four years following January 5, 2024 in equal monthly installments, subject to continued service to Nuvalent, Inc. through the applicable vesting date.
Remarks:
Exhibit Index: 24.1 - Power of Attorney
/s/ Nathan McConarty, attorney-in-fact 07/11/2024
** 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 5 (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.