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Form 3 Nuvalent, Inc. For: Jul 28 Filed by: Hack Andrew A. F.

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July 28, 2021 9:30 PM EDT
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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
OMB APPROVAL
OMB Number: 3235-0104
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hours per response: 0.5
1. Name and Address of Reporting Person *
Hack Andrew A. F.
(Last) (First) (Middle)
C/O BAIN CAPITAL LIFE SCIENCES INVESTORS
200 CLARENDON STREET
(Street)
BOSTON MA 02116
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
07/28/2021 		3. Issuer Name and Ticker or Trading Symbol
Nuvalent, Inc. [ NUVL ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Preferred Stock   (1)   (1) Class A Common Stock 2,639,014 (1) I See footnotes (2) (3)
Explanation of Responses:
1. Each share of the Issuer's Series B Preferred Stock is convertible, at the option of the holder, into 0.1858 shares of the Issuer's Class A Common Stock and will automatically convert immediately prior to the closing of the Issuer's initial public offering. The Series B Preferred Stock has no expiration date.
2. Represents shares of the Issuer's Series B Preferred Stock held by Bain Capital Life Sciences Fund II, L.P. ("BCLS II") and BCIP Life Sciences Associates, LP ("BCIPLS" and, together with BCLS II, the "Bain Capital Life Sciences Entities").
3. Bain Capital Life Sciences Investors, LLC ("BCLSI") is the ultimate general partner of BCLS II and governs the investment strategy and decision-making process with respect to investments held by BCIPLS. Dr. Hack is a Managing Director of BCLSI. As a result, Dr. Hack may be deemed to share voting and dispositive power with respect to the securities held by the Bain Capital Life Sciences Entities. Dr. Hack disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
/s/ Andrew A. F. Hack 07/28/2021
** Signature of Reporting Person 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

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