Sec Form 4 Filing - Omega Fund V, L.P. @ 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 Omega Fund V, L.P. 2. Issuer Name and Ticker or Trading Symbol Nuvation Bio Inc. [ NUVB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 888 BOYLSTON ST., STE. 1111, 3. Date of Earliest Transaction (MM/DD/YY) 02/10/2021 (Street) BOSTON, MA02199 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 02/10/2021 C 8,130,097 A 27,712,373 ( 2 ) D ( 3 ) Class A Common Stock 02/10/2021 A 500,000 ( 4 ) A $ 10 28,212,373 D ( 3 )

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 Series A Preferred Stock ( 1 ) 02/10/2021 C( 5 ) 8,130,097 ( 1 ) ( 1 ) Class A Common Stock 8,130,097 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Omega Fund V, L.P. 888 BOYLSTON ST., STE. 1111 BOSTON, MA02199 X Omega Fund V GP, L.P. 888 BOYLSTON ST., STE. 1111 BOSTON, MA02199 X Omega Fund V GP Manager, Ltd. 888 BOYLSTON ST., STE. 1111 BOSTON, MA02199 X Stampacchia Otello C/O OMEGA FUND V, LP 888 BOYLSTON ST., STE. 1111 BOSTON, MA02199 X Nessi Claudio C/O OMEGA FUND V, LP 888 BOYLSTON ST., STE. 1111 BOSTON, MA02199 X Paster Anne-Mari C/O OMEGA FUND V, LP 888 BOYLSTON ST., STE. 1111 BOSTON, MA02199 X DOIG MICHELLE C/O OMEGA FUND V, L.P. 888 BOYLSTON ST., STE. 1111 BOSTON, MA02199 X Signatures /s/ Ron A. Metzger, as an authorized signatory for each Reporting Person. 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"). The transactions contemplated by the Merger Agreement are referred to herein as the "Business Combination." ( 2 )Includes 19,582,276 shares issued in connection with the conversion of shares of Class A Common Stock in the Business Combination, as defined herein. ( 3 )The reported securities are held directly by Omega Fund V, L.P. ("Omega V"). The reported securities may be deemed to be beneficially owned by each of Omega Fund V GP, L.P. ("Omega V GP"), as the general partner of Omega V, and Omega Fund V GP Manager, Ltd. ("Omega V GP Manager"), as the general partner of Omega V GP. Otello Stampacchia, Anne-Mari Paster and Claudio Nessi (the "Omega Directors") are all the shareholders and directors of Omega V GP Manager and have shared voting and investment power over the shares held by Omega V. Michelle Doig is a partner of Omega V and shares voting and investment power over the shares held by Omega V. Each of Omega V GP, Omega Fund V GP Manager, the Omega Directors and Michelle Doig disclaims beneficial ownership of the securities reported herein, except to the extent of its or their pecuniary interest therein, if any. ( 4 )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. ( 5 )Each share of Series A Preferred Stock stock automatically converted into Class A Common Stock on a 1-for-1 basis immediately prior to the closing of the Business Combination and has no expiration date nor conversion price.

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