Sec Form 4 Filing - NODELMAN OLEG @ Nuvation Bio Inc. - 2021-03-31

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 NODELMAN OLEG 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) 357 TEHAMA STREET #3 3. Date of Earliest Transaction (MM/DD/YY) 03/31/2021 (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 03/31/2021 P( 1 ) 151,544 A $ 10.45 6,735,790 I See Notes 2 and 3( 2 )( 3 ) Class A Common Stock 03/31/2021 S( 1 ) 151,544 A $ 10.45 1,145,600 I See Notes 2 and 4( 2 )( 4 ) Class A Common Stock 07/31/2021 P( 1 ) 56,598 A $ 8.64 7,198,407 I See Notes 2 and 3( 2 )( 3 ) Class A Common Stock 07/31/2021 S( 1 ) 56,598 D $ 8.64 1,147,483 I See Notes 2 and 4( 2 )( 4 ) Class A Common Stock 11/24/2021 P 163,268 A $ 7.6859 7,361,675 I See Notes 2 and 3( 2 )( 3 ) Class A Common Stock 11/24/2021 P 21,758 A $ 7.6859 1,169,241 I See Notes 2 and 4( 2 )( 4 ) Class A Common Stock 3,165,000 I See Notes 2 and 5( 2 )( 5 ) Class A Common Stock 2,200,627 I See Notes 2 and 6( 2 )( 6 )

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 NODELMAN OLEG 357 TEHAMA STREET #3 SAN FRANCISCO, CA94103 X EcoR1 Capital, LLC 357 TEHAMA STREET #3 SAN FRANCISCO, CA94103 Affiliate of Director EcoR1 Capital Fund, L.P. 357 TEHAMA STREET #3 SAN FRANCISCO, CA94103 Affiliate of Director EcoR1 Capital Fund Qualified, L.P. 357 TEHAMA STREET #3 SAN FRANCISCO, CA94103 Affiliate of Director EcoR1 Venture Opportunity Fund, LP 357 TEHAMA STREET #3 SAN FRANCISCO, CA94103 Affiliate of Director Biotech Opportunity GP, LLC 1370 TRANCAS STREET, SUITE 176 NAPA, CA94558 Affiliate of Director Signatures Oleg Nodelman, individually and as Manager of EcoR1 Capital, LLC and Biotech Opportunity GP, LLC 11/30/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )EcoR1 Capital Fund, L.P. ("Capital Fund") and EcoR1 Capital Fund Qualified, L.P. ("Qualified Fund") are private investment funds managed by EcoR1 Capital, LLC ("EcoR1") on a parri passu basis. These securities were transferred from Capital Fund to Qualified Fund as part of a periodic rebalancing of the portfolios of the funds. ( 2 )EcoR1 is the investment adviser to Capital Fund, Qualified Fund and EcoR1 Venture Opportunity Fund, L.P. ("Venture Fund"). EcoR1 is the general partner of Capital Fund and Qualified Fund, and Biotech Opportunity GP, LLC ("Biotech") is the general partner of Venture Fund. Mr. Nodelman is the manager and controlling owner of EcoR1 and Biotech. The funds hold these securities directly for the benefit of their investors. EcoR1 indirectly beneficially owns them as the investment adviser to the funds. Mr. Nodelman indirectly beneficially owns them as the control person of EcoR1. The Reporting Persons disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. ( 3 )Qualified Fund is the record holder of these securities. ( 4 )Capital Fund is the record holder of these securities. ( 5 )EcoR1 Panacea Holdings, LLC, which is the owner of record of these securities, is managed by its managing members, Capital Fund, Qualified Fund and Venture Fund. Each of the Reporting Persons may be deemed a beneficial owner of shares held by EcoR1 Panacea Holdings, LLC, but each Reporting Person disclaims beneficial ownership of any such shares except to the extent of its respective pecuniary interest therein. ( 6 )These securities are held of record by Venture Fund. Biotech indirectly beneficially owns these securities as the general partner of Venture Fund, and Mr. Nodelman indirectly beneficially owns these securities as the control person of Biotech and EcoR1.

Remarks: The Reporting Persons are filing this Form 4 jointly, but not as a group, and each expressly disclaims membership in a group within the meaning of Rule 13d-5(b) under the Securities Exchange Act of 1934, as amended. Mr. Nodelman serves on the board of directors of the issuer.

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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