Sec Form 4 Filing - VERNON W ANTHONY @ Nuvation Bio Inc. - 2021-02-10

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person VERNON W ANTHONY 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) (Last) (First) (Middle) C/O NUVATION BIO INC., 1500 BROADWAY, SUITE 1401 3. Date of Earliest Transaction (MM/DD/YY) 02/10/2021 (Street) NEW YORK, NY10036 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/10/2020 A 254,100 A 254,100 D Class A Common Stock 02/10/2020 A 50,000 ( 2 ) A $ 10 304,100 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) $ 4.6 02/10/2021 A( 1 ) 51,703 ( 3 ) 10/04/2030 Class A Common Stock 51,703 ( 4 ) 51,703 D Stock Option (Right to Buy) $ 1.74 02/10/2021 A( 1 ) 187,658 ( 5 ) 01/21/2030 Class A Common Stock 187,658 ( 6 ) 187,658 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other VERNON W ANTHONY C/O NUVATION BIO INC. 1500 BROADWAY, SUITE 1401 NEW YORK, NY10036 X Signatures W. Anthony Vernon, by /s/ Ron A. Metzger, Attorney-in-Fact 02/12/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Received pursuant to the Agreement and Plan of Merger, dated as of October 20, 2020, by and among Panacea Acquisition Corp. ("Panacea") and Panacea Merger Subsidiary Corp., a direct, wholly-owned subsidiary of Panacea ("Merger Sub"), and Nuvation Bio Inc. ("Legacy Nuvation") pursuant to which, as a result of a merger between Legacy Nuvation and Merger Sub, Legacy Nuvation became a direct, wholly-owned subsidiary of Panacea, which subsequently changed its name to Nuvation Bio Inc. (the "Issuer"). ( 2 )On October 20, 2020, the Issuer entered into subscription agreements (the "Subscription Agreements") with certain investors (the "PIPE Investors") pursuant to which such investors agreed to purchase, immediately prior to the closing of the Business Combination, as defined herein, an aggregate of $476,550,000 of the Issuer's shares of Class A Common Stock at a price of $10.00 per share, or an aggregate of 47,655,000 shares of Class A Common Stock. The Reporting Person is among the PIPE Investors. ( 3 )Options vest in 48 equal monthly installments from October 5, 2020. ( 4 )Received in exchange for an option to purchase 51,703 shares of Legacy Nuvation Class A Common Stock. ( 5 )Options vest in 48 equal monthly installments from July 17, 2019. ( 6 )Received in exchange for an option to purchase 187,658 shares of Legacy Nuvation Class A Common Stock.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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