Sec Form 3 Filing - EcoR1 Panacea Holdings, LLC @ Panacea Acquisition Corp - 2020-06-30

FORM 3 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 EcoR1 Panacea Holdings, LLC 2. Issuer Name and Ticker or Trading Symbol Panacea Acquisition Corp [ PANA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O PANACEA ACQUISITION CORP.,, 357 TEHAMA STREET, FLOOR 3 3. Date of Earliest Transaction (MM/DD/YY) 06/30/2020 (Street) SAN FRANCISCO, CA94103 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

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 Class B common stock ( 1 ) ( 1 ) ( 1 ) Class A common stock 2,775,000 D ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other EcoR1 Panacea Holdings, LLC C/O PANACEA ACQUISITION CORP., 357 TEHAMA STREET, FLOOR 3 SAN FRANCISCO, CA94103 X X NODELMAN OLEG C/O PANACEA ACQUISITION CORP., 357 TEHAMA STREET, FLOOR 3 SAN FRANCISCO, CA94103 X CEO and Chairman of the Board EcoR1 Capital Fund, L.P. C/O PANACEA ACQUISITION CORP., 357 TEHAMA STREET, FLOOR 3 SAN FRANCISCO, CA94103 X X EcoR1 Capital Fund Qualified, L.P. C/O PANACEA ACQUISITION CORP., 357 TEHAMA STREET, FLOOR 3 SAN FRANCISCO, CA94103 X X EcoR1 Venture Opportunity Fund, LP C/O PANACEA ACQUISITION CORP., 357 TEHAMA STREET, FLOOR 3 SAN FRANCISCO, CA94103 X X EcoR1 Capital, LLC C/O PANACEA ACQUISITION CORP., 357 TEHAMA STREET, FLOOR 3 SAN FRANCISCO, CA94103 X X Biotech Opportunity GP, LLC C/O PANACEA ACQUISITION CORP., 357 TEHAMA STREET, FLOOR 3 SAN FRANCISCO, CA94103 X X Signatures EcoR1 Panacea Holdings, LLC, By: /s/ Oleg Nodelman, Chief Executive Officer 06/30/2020 Signature of Reporting Person Date /s/ Oleg Nodelman 06/30/2020 Signature of Reporting Person Date EcoR1 Capital Fund, L.P., By: /s/ Oleg Nodelman, Manager of EcoR1 Capital, LLC, its general partner 06/30/2020 Signature of Reporting Person Date EcoR1 Capital Fund Qualified, L.P., By: /s/ Oleg Nodelman, Manager of EcoR1 Capital, LLC, its general partner 06/30/2020 Signature of Reporting Person Date EcoR1 Venture Opportunity Fund, L.P., By: /s/ Oleg Nodelman, Manager of Biotech Opportunity GP, LLC, its general partner 06/30/2020 Signature of Reporting Person Date EcoR1 Capital, LLC, By: /s/ Oleg Nodelman, Manager 06/30/2020 Signature of Reporting Person Date Biotech Opportunity GP, LLC, By: /s/ Oleg Nodelman, Manager 06/30/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )As described in the issuer's registration statement on Form S-1 (File No. 333-239138) under the heading "Description of Securities--Founder Shares," shares of Class B common stock of the issuer, par value $0.0001 per share ("Class B Common Stock"), will automatically convert into shares of Class A common stock of the issuer, par value $0.0001 per share ("Class A Common Stock"), at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustment, and have no expiration date. Includes 375,000 shares of Class B Common Stock that are subject to forfeiture if the underwriter of the issuer's initial public offering does not exercise in full its option to purchase additional units. ( 2 )The reporting owner, EcoR1 Panacea Holdings, LLC (the "Sponsor"), in whose name the securities reported herein are held, is managed by its managing members, EcoR1 Capital Fund, L.P., EcoR1 Capital Fund Qualified, L.P. and EcoR1 Venture Opportunity Fund, L.P. The general partner of EcoR1 Capital Fund, L.P. and EcoR1 Capital Fund Qualified, L.P. is EcoR1 Capital, LLC and the general partner of EcoR1 Venture Opportunity Fund, L.P. is Biotech Opportunity GP, LLC (together with EcoR1 Capital, LLC, the "General Partners"). Oleg Nodelman is the manager of each of the General Partners. Each of the Reporting Persons may be deemed a beneficial owner of shares held by the Sponsor but each (other than the Sponsor) disclaims beneficial ownership of any such shares except to the extent of its respective pecuniary interest therein.

Remarks: Oleg Nodelman, the manager of each of the General Partners, serves on the board of directors of the Panacea Acquisition Corp. For the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of the Reporting Persons (other than Mr. Nodelman) may be deemed a director by deputization with respect to the issuer on the basis of Mr. Nodelman's service on the issuer's board of directors.

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 4(b)(v).

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