Sec Form 3 Filing - Flynn James E @ Nuvalent, Inc. - 2021-07-28

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 Flynn James E 2. Issuer Name and Ticker or Trading Symbol Nuvalent, Inc. [ NUVL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) X __ Other (specify below) Director by Deputization (Last) (First) (Middle) 345 PARK AVENUE SOUTH, 12 FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 07/28/2021 (Street) NEW YORK, NY10010 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 278,700 I Through Deerfield Private Design Fund IV, L.P. ( 5 ) ( 6 ) Class A Common Stock 278,700 I Through Deerfield Healthcare Innovations Fund, L.P. ( 5 ) ( 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 Series A Preferred Stock ( 1 ) ( 2 ) ( 1 )( 2 ) ( 1 )( 2 ) Class A Common Stock ( 2 ) ( 3 ) 10,911,768 ( 1 ) ( 2 ) I Through Deerfield Private Design Fund IV, L.P. ( 5 ) ( 6 ) Series A Preferred Stock ( 1 ) ( 2 ) ( 1 )( 2 ) ( 1 )( 2 ) Class A Common Stock ( 2 ) ( 3 ) 10,911,768 ( 1 ) ( 2 ) I Through Deerfield Healthcare Innovations Fund, L.P. ( 5 ) ( 6 ) Series B Preferred Stock ( 2 ) ( 4 ) ( 2 )( 4 ) ( 2 )( 4 ) Class A Common Stock ( 2 ) ( 3 ) 897,671 ( 1 ) I Through Deerfield Private Design Fund IV, L.P. ( 5 ) ( 6 ) Series B Preferred Stock ( 2 ) ( 4 ) ( 2 )( 4 ) ( 2 )( 4 ) Class A Common Stock ( 2 ) ( 3 ) 897,671 ( 2 ) ( 3 ) I Through Deerfield Healthcare Innovations Fund, L.P. ( 5 ) ( 6 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Flynn James E 345 PARK AVENUE SOUTH, 12 FLOOR NEW YORK, NY10010 X X Director by Deputization DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) 345 PARK AVENUE SOUTH, 12 FLOOR NEW YORK, NY10010 X X Director by Deputization Deerfield Mgmt HIF, L.P. 345 PARK AVENUE SOUTH, 12 FLOOR NEW YORK, NY10010 X X Director by Deputization Deerfield Healthcare Innovations Fund, L.P. 345 PARK AVENUE SOUTH, 12 FLOOR NEW YORK, NY10010 X X Director by Deputization Deerfield Mgmt IV, L.P. 345 PARK AVENUE SOUTH, 12 FLOOR NEW YORK, NY10010 X X Director by Deputization Deerfield Private Design Fund IV, L.P. 345 PARK AVENUE SOUTH, 12 FLOOR NEW YORK, NY10010 X X Director by Deputization Signatures /s/ Jonathan Isler, Attorney-in-Fact 07/28/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Prior to the closing of the Issuer's initial public offering (the "IPO"), each share of Series A Preferred Stock is convertible, at the option of the holder, into approximately 0.18580 shares of the Issuer's Class A common stock (after giving effect to the 1-for-5.38213 reverse split of the Issuer's common stock effected by the Issuer on July 23, 2021 (the "Reverse Split")). ( 2 )Upon the closing of the Issuer's IPO, each share of Series A Preferred Stock and each share of Series B Preferred Stock will automatically convert into approximately 0.18580 shares of the Issuer's Class A common stock (after giving effect to the Reverse Split); provided that an aggregate of 4,835,256 of the shares issuable upon such conversion of Series A Preferred Stock Preferred Stock (after giving effect to the Reverse Split) held by the Funds will be issued in the form of Class B Common Stock (with the specific shares of Series A Preferred Stock and/or Series B Preferred Stock to be converted into such shares of Class B Common Stock to be as designated by the Funds prior to the effective date of such conversion). Each of the Funds has elected to have 2,417,628 shares of common stock issuable upon conversion of its Series A Preferred Stock issued in the form of Class B common stock. Each fund reserves its right to modify such election prior to the closing of the Issuer's IPO. ( 3 )The Class B common stock does not have any voting rights (except in certain circumstances specified in the Issuer's certificate of incorporation) and is otherwise substantially equivalent to the Class A common stock. The Class B common stock is convertible into Class A common stock, except that conversion is prohibited to the extent that, upon such conversion, the holder, its affiliates and other persons whose ownership of Class A common stock would be aggregated with that of such holder for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, would exceed 4.9% of the total number of shares of Class A common stock then outstanding. ( 4 )Prior to the closing of the Issuer's IPO, each share of Series B Preferred Stock is convertible, at the option of the holder, into approximately 0.18580 shares of the Issuer's Class A common stock (after giving effect to the Reverse Split). ( 5 )This Form 3 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. (collectively with Fund IV, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt IV, L.P., Deerfield Mgmt HIF, L.P. and Deerfield Management Company, L.P. ( 6 )In accordance with Instruction 5 (b)(iv) to Form 3, the entire amount of the Issuer's securities held by the Funds is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

Remarks: Please see Joint Filer Information Statement attached as Exhibit 99 hereto.Each of Cameron Wheeler and Joseph Pearlberg, each of whom is an employee of Deerfield Management Company, serves as a director of the Issuer.Jonathan Isler, Attorney-in-Fact: Power of Attorney, which is hereby incorporated by reference to Exhibit 24 to a Form 3 with regard to Proteon Therapeutics, Inc. filed with the Securities and Exchange Commission on August 4, 2017 by Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P., Deerfield International Master Fund, L.P., Deerfield Private Design Fund III, L.P., Deerfield Private Design Fund IV, L.P., De erfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Mgmt IV, L.P., Deerfield Management Company, L.P., and James E. Flynn.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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