07/15/2026 | Press release | Distributed by Public on 07/15/2026 16:47
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
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 (Month/Day/Year) |
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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (Right to Buy) | $6.89 | 07/15/2026 | D | 3,258 | (7) | 04/29/2031 | Class A Common Stock | 3,258 | (7) | 0 | D | ||||
| Stock Option (Right to Buy) | $18.93 | 07/15/2026 | D | 2,113 | (7) | 01/04/2032 | Class A Common Stock | 2,113 | (7) | 0 | D | ||||
| Stock Option (Right to Buy) | $27.85 | 07/15/2026 | D | 8,309 | (7) | 01/06/2033 | Class A Common Stock | 8,309 | (7) | 0 | D | ||||
| Stock Option (Right to Buy) | $29.33 | 07/15/2026 | D | 9,900 | (7) | 03/01/2033 | Class A Common Stock | 9,900 | (7) | 0 | D | ||||
| Stock Option (Right to Buy) | $72.35 | 07/15/2026 | D | 21,073 | (7) | 01/05/2034 | Class A Common Stock | 21,073 | (7) | 0 | D | ||||
| Stock Option (Right to Buy) | $73.63 | 07/15/2026 | D | 18,600 | (7) | 07/09/2034 | Class A Common Stock | 18,600 | (7) | 0 | D | ||||
| Stock Option (Right to Buy) | $78.09 | 07/15/2026 | D | 37,500 | (7) | 01/06/2035 | Class A Common Stock | 37,500 | (7) | 0 | D | ||||
| Stock Option (Right to Buy) | $106.82 | 07/15/2026 | D | 17,500 | (7) | 01/07/2036 | Class A Common Stock | 17,500 | (7) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Pelish Henry E. C/O NUVALENT, INC. ONE BROADWAY, 14TH FLOOR CAMBRIDGE, MA 02142 |
Chief Scientific Officer | |||
| /s/ Nathan McConarty, Attorney-in-Fact | 07/15/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Pursuant to the Agreement and Plan of Merger, dated June 9, 2026 (the "Merger Agreement"), by and among (i) Nuvalent, Inc., a Delaware corporation (the "Company"), (ii) GlaxoSmithKline LLC, a Delaware limited liability company ("Parent"), (iii) Harmony Row Acquisition Co., a Delaware corporation and wholly owned subsidiary of Parent ("Purchaser"), and (iv) solely for purposes of Section 9.14 therein, GSK plc, a public limited company organized under the laws of England and Wales ("Ultimate Parent"), Purchaser completed a tender offer (the "Offer") to purchase all outstanding shares of Class A Common Stock of the Company and Class B Common Stock of the Company. The shares of Class A Common Stock of the Company and Class B Common Stock of the Company that were tendered to Purchaser prior to the expiration time of the offer were exchanged for $124.00 per share, net to the seller in cash, without interest (the "Offer Price"), subject to applicable withholding tax. |
| (2) | (Continued from footnote 1) After completion of the Offer, pursuant to the terms of the Merger Agreement, Purchaser merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent. |
| (3) | Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock of the Company. |
| (4) | Pursuant to the Merger Agreement, each restricted stock unit that was subject solely to time-based vesting (a "Company RSU") that was outstanding immediately prior to the effective time of the Merger, whether or not vested, was cancelled and converted into the right of the holder to receive an amount in cash (without interest and less applicable withholding taxes) equal to the product of (x) the total number of shares subject to (or deliverable under) such Company RSU immediately prior to the effective time of the Merger and (y) the Offer Price. |
| (5) | Represents vesting of 5,600 Company PSUs (as defined below) that were granted to the Reporting Person on January 6, 2025, and 8,750 Company PSUs that were granted to the Reporting Person on January 7, 2026, and vested pursuant to the Merger Agreement. |
| (6) | Pursuant to the Merger Agreement, each restricted stock unit that was subject to time- and performance-based vesting (a "Company PSU") that was outstanding immediately prior to the effective time of the Merger, whether or not vested, was cancelled and converted into the right of the holder to receive an amount in cash (without interest and less applicable withholding taxes) equal to the product of (x) the total number of shares subject to (or deliverable under) such Company PSU immediately prior to the effective time of the Merger, assuming applicable performance goals were achieved in full, and (y) the Offer Price. |
| (7) | Pursuant to the Merger Agreement, each option to purchase shares of Common Stock (a "Company Stock Option") that was outstanding immediately prior to the effective time of the Merger, whether or not vested, was cancelled and converted into the right of the holder to receive an amount in cash (without interest and less applicable withholding taxes) equal to the product of (x) the total number of shares subject to such Company Stock Option immediately prior to the effective time of the Merger and (y) the excess, if any, of the Offer Price over the applicable exercise price per share under such Company Stock Option. |