Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

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, 12TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
06/12/2024

(Street)

NEW YORK, NY 10010

4. If Amendment, Date Original Filed (Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	06/12/2024		A		2,499 ⁽¹⁾	A	$ 0	2,499 ⁽¹⁾	I	Through Deerfield Management Company, L.P. ⁽¹⁾ ⁽³⁾ ⁽⁶⁾
Class A Common Stock	06/12/2024		A		2,499 ⁽²⁾	A	$ 0	2,499 ⁽²⁾	I	Through Deerfield Management Company, L.P. ⁽²⁾ ⁽³⁾ ⁽⁶⁾
Class A Common Stock								650,000	I	Deerfield Partners, L.P. ⁽³⁾ ⁽⁶⁾
Class A Common Stock								9,670,512	I	Through Deerfield Private Design Fund IV, L.P. ⁽³⁾ ⁽⁶⁾
Class A Common Stock								9,670,512	I	Through Deerfield Healthcare Innovations Fund, L.P. ⁽³⁾ ⁽⁶⁾

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)

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 (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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (Right to Buy)

$ 80.03

06/12/2024

3,789 ⁽⁴⁾

⁽⁴⁾

06/12/2034

Class A Common Stock

3,789 ⁽⁴⁾

$ 0

3,789 ⁽⁴⁾

Through Deerfield Management Company, L.P. ⁽³⁾ ⁽⁴⁾ ⁽⁶⁾

Stock Option (Right to Buy)

$ 80.03

06/12/2024

3,789 ⁽⁵⁾

⁽⁵⁾

06/12/2034

Class A Common Stock

3,789 ⁽⁵⁾

$ 0

3,789 ⁽⁵⁾

Through Deerfield Management Company, L.P. ⁽³⁾ ⁽⁵⁾ ⁽⁶⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Flynn James E 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK, NY 10010	X	X		Director by Deputization
DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK, NY 10010	X	X		Director by Deputization

Signatures

/s/ Jonathan Isler, Attorney-in-Fact		06/14/2024
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	Cameron Wheeler, a partner in Deerfield Management Company, L.P. ("Deerfield Management"), serves as a director of the Issuer. The reported shares of Class A Common Stock are issuable under restricted stock units ("RSUs") granted to Mr. Wheeler, which are held for the benefit, and at the direction, of Deerfield Management. Each RSU represents the right to receive one share of the Issuer's Class A Common Stock. The RSUs vest in full on the earlier of June 12, 2025 or the date of the Issuer's next annual meeting of stockholders, subject to Mr. Wheeler's continued service to the Issuer through the applicable vesting date.
(2)	Joseph Pearlberg, an employee of Deerfield Management, serves as a director of the Issuer. The reported shares of Class A Common Stock are issuable under restricted stock units ("RSUs") granted to Mr. Pearlberg, which are held for the benefit, and at the direction, of Deerfield Management. Each RSU represents the right to receive one share of the Issuer's Class A Common Stock. The RSUs vest in full on the earlier of June 12, 2025 or the date of the Issuer's next annual meeting of stockholders, subject to Mr. Pearlberg's continued service to the Issuer through the applicable vesting date.
(3)	This Form 4 is being filed by the undersigned as well as the entity listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. ("Deerfield Partners"). 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 Deerfield Partners and 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, L.P., Deerfield Mgmt IV, L.P., Deerfield Mgmt HIF, L.P. and Deerfield Management Company, L.P.
(4)	The option was granted to Mr. Wheeler on June 12, 2024 and is scheduled to vest and become exercisable on the earlier of June 12, 2025 and the date of the Issuer's next annual meeting of stockholders, subject to Mr. Wheeler's continued service to the Issuer through the applicable vesting date. Such Option is held for the benefit, and at the direction, or Deerfield Management.
(5)	The option was granted to Mr. Pearlberg on June 12, 2024 and is scheduled to vest and become exercisable on the earlier of June 12, 2025 and the date of the Issuer's next annual meeting of stockholders, subject to Mr. Pearlberg's continued service to the Issuer through the applicable vesting date. Such Option is held for the benefit, and at the direction, or Deerfield Management.
(6)	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: Each of Cameron Wheeler, who is a partner in Deerfield Management, and Joseph Pearlberg, who is an employee of Deerfield Management, 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 BiomX Inc. filed with the Securities and Exchange Commission on March 19, 2024 by Deerfield Private Design Fund V, L.P., Deerfield Healthcare Innovations Fund II, L.P., Deerfield Mgmt V, L.P., Deerfield Mgmt HIF II, L.P., Deerfield Management Company, L.P. and James E. Flynn.

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