Sec Form 4 Filing - EcoR1 Panacea Holdings, LLC @ Panacea Acquisition Corp - 2020-07-06

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 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) 07/06/2020 (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 Class A common stock 07/06/2020 P 390,000 ( 1 ) A $ 10 390,000 D ( 2 )

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

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 07/06/2020 Signature of Reporting Person Date /s/ Oleg Nodelman 07/06/2020 Signature of Reporting Person Date EcoR1 Capital Fund, L.P., By: /s/ Oleg Nodelman, Manager of EcoR1 Capital, LLC, its general partner 07/06/2020 Signature of Reporting Person Date EcoR1 Capital Fund Qualified, L.P., By: /s/ Oleg Nodelman, Manager of EcoR1 Capital, LLC, its general partner 07/06/2020 Signature of Reporting Person Date EcoR1 Venture Opportunity Fund, L.P., By: /s/ Oleg Nodelman, Manager of Biotech Opportunity GP, LLC, its general partner 07/06/2020 Signature of Reporting Person Date EcoR1 Capital, LLC, By: /s/ Oleg Nodelman, Manager 07/06/2020 Signature of Reporting Person Date Biotech Opportunity GP, LLC, By: /s/ Oleg Nodelman, Manager 07/06/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported shares are included within the 390,000 private placement units of the issuer purchased by EcoR1 Panacea Holdings, LLC (the "Sponsor") for $10.00 per private placement unit. The private placement units were purchased in a private placement that closed simultaneously with the closing of the issuer's initial public offering, and each such unit consists of one share of Class A common stock of the issuer and one-third of one redeemable warrant of the issuer. The warrants included in the units will become exercisable, if at all, on the later of 30 days after the completion of the issuer's initial business combination and 12 months from the closing of the issuer' initial public offering. ( 2 )The reporting owner, 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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