Deborah Ann Miller - Jan 6, 2025 Form 4 Insider Report for Nuvalent, Inc. (NUVL)

Role
Chief Legal Officer
Signature
/s/ Nathan McConarty, attorney-in-fact
Stock symbol
NUVL
Transactions as of
Jan 6, 2025
Transactions value $
-$236,182
Form type
4
Date filed
1/8/2025, 04:53 PM
Previous filing
Sep 18, 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NUVL Class A Common Stock Award $0 +18.8K +56.31% $0.00 52.1K Jan 6, 2025 Direct F1
transaction NUVL Class A Common Stock Sale -$66.5K -850 -1.63% $78.28 51.2K Jan 6, 2025 Direct F2, F3
transaction NUVL Class A Common Stock Sale -$40.5K -510 -1% $79.33 50.7K Jan 6, 2025 Direct F2, F4
transaction NUVL Class A Common Stock Sale -$129K -1.6K -3.16% $80.54 49.1K Jan 6, 2025 Direct F2, F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction NUVL Stock Option (Right to Buy) Award $0 +37.5K $0.00 37.5K Jan 6, 2025 Class A Common Stock 37.5K $78.09 Direct F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 Consists of 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 6, 2025, subject to continued service to Nuvalent, Inc. through the applicable vesting date.
F2 The sale was effected pursuant to a durable Rule 10b5-1 sell-to-cover instruction letter entered into on December 6, 2023 to satisfy the reporting person's tax withholding obligations upon the vesting of previously granted equity awards.
F3 The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.02 to $79.01, 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 (3) through (5) of this Form 4.
F4 The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $79.02 to $79.97, inclusive.
F5 The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $80.04 to $81.03, inclusive.
F6 The shares underlying this option vest over the four years following January 6, 2025 in equal monthly installments, subject to continued service to Nuvalent, Inc. through the applicable vesting date.