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CUSIP No. 670703 107 |
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13D |
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Page
5
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Item 1. Security and Issuer
This Schedule 13D relates to shares of Class A Common Stock, $0.0001 par value per share (the Class A Common Stock), of Nuvalent, Inc., a
Delaware corporation (the Issuer). The principal executive office of the Issuer is located at One Broadway, 14th Floor, Cambridge, MA 02142.
Item 2. Identity and Background
(a) This schedule
13D is being filed jointly by Bain Capital Life Sciences Fund II, L.P., a Cayman exempted limited partnership (BCLS II), BCIP Life Sciences Associates, LP, a Delaware limited partnership (BCIPLS), and BCLS II
Investco, LP, a Delaware limited partnership (BCLS II Investco and, together with BCLS II and BCIPLS, the Reporting Persons).
Bain Capital Life Sciences Investors, LLC, a Delaware limited liability company (BCLSI), whose managers are Jeffrey Schwartz and Adam Koppel, is
the manager of Bain Capital Life Sciences Investors II, LLC, a Cayman limited liability company (BCLSI II), which is the general partner of BCLS II.
Boylston Coinvestors, LLC, a Delaware limited liability company (Boylston), is the general partner of BCIPLS. BCLSI governs the investment
strategy and decision-making process with respect to investments held by BCIPLS.
BCLS II Investco (GP), LLC, a Delaware limited liability company
(BCLS II Investco GP and, together with the Reporting Persons, BCLSI, BCLSI II and Boylston, the Bain Capital Life Sciences Entities), whose managing member is BCLS II, is the general partner of BCLS II
Investco.
As a result, each of BCLSI, Mr. Schwartz and Dr. Koppel may be deemed to share voting and dispositive power with respect to the
securities held by the Reporting Persons.
The Reporting Persons have entered into a Joint Filing Agreement, dated August 4, 2021, pursuant to which
the Reporting Persons have agreed to file this Schedule 13D jointly in accordance with the provisions of Rule 13d-1(k)(1) promulgated under the Act.
(b) The principal business address for each of the Bain Capital Life Sciences Entities, Mr. Schwartz and Dr. Koppel is 200 Clarendon Street, Boston,
MA 02116.
(c) Each of the Bain Capital Life Sciences Entities is principally engaged in the business of investment in securities. Mr. Schwartz and
Dr. Koppel are Managing Directors of BCLSI.
(d) During the last five years, none of the Bain Capital Life Sciences Entities, Mr. Schwartz or
Dr. Koppel has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, none
of the Bain Capital Life Sciences Entities, Mr. Schwartz or Dr. Koppel has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violation of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) BCLS II and BCLSI II are organized under the laws of the Cayman Islands. BCIPLS, BCLS II Investco, BCLSI, Boylston and BCLS II Investco GP are organized
under the laws of the State of Delaware. Mr. Schwartz and Dr. Koppel are citizens of the United States.