Sec Form 4 Filing - Wang Junyuan Jerry @ Nuvation Bio Inc. - 2024-04-09

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 Wang Junyuan Jerry 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 X __ Officer (give title below) _____ Other (specify below) CEO, ANHEART THERAPEUTICS LTD. (Last) (First) (Middle) C/O NUVATION BIO INC., 1500 BROADWAY, SUITE 1401 3. Date of Earliest Transaction (MM/DD/YY) 04/09/2024 (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 04/09/2024 A 1,378,989 ( 1 ) ( 2 ) ( 3 ) A $ 0 1,378,989 D Class A Common Stock 04/09/2024 A 550,758 ( 1 ) ( 4 ) A $ 0 550,758 I By LLC ( 5 )

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) $ 0.68 04/09/2024 A 486,669 ( 6 ) ( 7 ) 12/31/2028 Class A Common Stock 486,669 $ 0 486,669 D Stock Option (Right to Buy) $ 0.68 04/09/2024 A 388,299 ( 8 ) ( 9 ) 12/31/2029 Class A Common Stock 388,299 $ 0 388,299 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Wang Junyuan Jerry C/O NUVATION BIO INC. 1500 BROADWAY, SUITE 1401 NEW YORK, NY10036 X CEO, ANHEART THERAPEUTICS LTD. Signatures /s/ Ron Metzger, Attorney-in-Fact 04/11/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Received pursuant to the Agreement and Plan of Merger and Reorganization, dated as of March 24, 2024, by and among Nuvation Bio Inc. (the "Issuer"), AnHeart Therapeutics Ltd. ("AnHeart"), Artemis Merger Sub I, Ltd., a wholly owned subsidiary of the Issuer ("Merger Sub I"), and Artemis Merger Sub II, Ltd., a wholly owned subsidiary of the Issuer ("Merger Sub II"), whereby Merger Sub I merged with and into AnHeart, with AnHeart surviving such merger as a direct, wholly owned subsidiary of the Issuer (the "First Merger"). Immediately following the First Merger, AnHeart, as the surviving company of the First Merger, merged with and into Merger Sub II, with Merger Sub II surviving such merger as a direct, wholly owned subsidiary of the Issuer (the "Second Merger" and, collectively with the First Merger, as appropriate, the "Merger"). ( 2 )Received in exchange for 1,920,000 ordinary shares of AnHeart in connection with the Merger (as described in footnote 1) on April 9, 2024. ( 3 )Includes 552,852 shares subject to restricted stock units ("RSUs") received in exchange for 315,000 RSUs of AnHeart, which will vest based upon the satisfaction of performance-based criteria. ( 4 )Received in exchange for 1,280,000 ordinary shares of AnHeart in connection with the Merger (as described in Footnote 1 ) on April 9, 2024. ( 5 )Shares are held directly by WangWang, LLC, of which the Reporting Person is Manager. ( 6 )Received in exchange for an option to purchase 277,290 ordinary shares of AnHeart at an exercise price of $1.185 per share in connection with the Merger (as described in footnote 1) on April 9, 2024. ( 7 )Option vests as to 25% on the first anniversary of 1/1/2021, and the remainder of the shares will vest in 12 successive equal quarterly installments thereafter, subject to Reporting Person's continuous service on each such vesting date. ( 8 )Received in exchange for an option to purchase 221,242 ordinary shares of AnHeart at an exercise price of $1.185 per share in connection with the Merger (as described in footnote 1) on April 9, 2024. ( 9 )Option vests as to 25% on the first anniversary of 1/1/2022, and the remainder of the shares will vest in 12 successive equal quarterly installments thereafter, subject to Reporting Person's continuous service on each such vesting date.

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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