Deerfield Private Design Fund IV, L.P.

SEC source: 0001193805-22-001296 · e621937_4-larimar.xml · nonDerivative · entry 2

Flynn James E · CIK 0001352546 · Director · 10% owner · * Director by Deputization

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · Director · 10% owner · * Director by Deputization

Deerfield Mgmt III, L.P. · CIK 0001610540 · Director · 10% owner · * Director by Deputization

Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · 10% owner · * Director by Deputization

Deerfield Mgmt IV, L.P. · CIK 0001713467 · Director · 10% owner · * Director by Deputization

Deerfield Private Design Fund III, L.P. · CIK 0001603333 · Director · 10% owner · * Director by Deputization

Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · Director · 10% owner · * Director by Deputization

Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · Director · 10% owner · * Director by Deputization

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Private Design Fund IV, L.P.

Disclosed balance after: 4,721,200

F1 · ownership.nature: This Form 4 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 III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). 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. ("Deerfield HIF"). Deerfield Management Company, L.P. is the investment manager of Deerfield Partners, L.P., Fund III, Fund IV and Deerfield HIF (collectively, the "Funds"). James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt III, L.P., Deerfield Mgmt IV, L.P., Deerfield Mgmt HIF, L.P. and Deerfield Management Company, L.P.

F2 · ownership.nature: In accordance with Instruction 4 (b)(iv) to Form 4, 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.

SEC source: 0001193805-22-001296 · e621937_4-larimar.xml · nonDerivative · entry 1

Flynn James E · CIK 0001352546 · Director · 10% owner · * Director by Deputization

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · Director · 10% owner · * Director by Deputization

Deerfield Mgmt III, L.P. · CIK 0001610540 · Director · 10% owner · * Director by Deputization

Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · 10% owner · * Director by Deputization

Deerfield Mgmt IV, L.P. · CIK 0001713467 · Director · 10% owner · * Director by Deputization

Deerfield Private Design Fund III, L.P. · CIK 0001603333 · Director · 10% owner · * Director by Deputization

Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · Director · 10% owner · * Director by Deputization

Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · Director · 10% owner · * Director by Deputization

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Private Design Fund III, L.P.

Disclosed balance after: 4,721,183

F1 · ownership.nature: This Form 4 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 III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). 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. ("Deerfield HIF"). Deerfield Management Company, L.P. is the investment manager of Deerfield Partners, L.P., Fund III, Fund IV and Deerfield HIF (collectively, the "Funds"). James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt III, L.P., Deerfield Mgmt IV, L.P., Deerfield Mgmt HIF, L.P. and Deerfield Management Company, L.P.

F2 · ownership.nature: In accordance with Instruction 4 (b)(iv) to Form 4, 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.

SEC source: 0001193805-22-000932 · e621737_4-mirum.xml · nonDerivative · entry 6

Flynn James E · CIK 0001352546 · 10% owner · * Possible Member of 10% Group

Deerfield Mgmt HIF, L.P. · CIK 0001665736 · 10% owner · * Possible Member of 10% Group

Deerfield Mgmt IV, L.P. · CIK 0001713467 · 10% owner · * Possible Member of 10% Group

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · 10% owner · * Possible Member of 10% Group

Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · 10% owner · * Possible Member of 10% Group

Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · 10% owner · * Possible Member of 10% Group

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Healthcare Innovations Fund, L.P.

Disclosed balance after: 1,540,190

F1 · ownership.nature: This Form 4 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.

F2 · ownership.nature: In accordance with Instruction 4 (b)(iv) to Form 4, 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.

SEC source: 0001193805-22-000932 · e621737_4-mirum.xml · nonDerivative · entry 5

Flynn James E · CIK 0001352546 · 10% owner · * Possible Member of 10% Group

Deerfield Mgmt HIF, L.P. · CIK 0001665736 · 10% owner · * Possible Member of 10% Group

Deerfield Mgmt IV, L.P. · CIK 0001713467 · 10% owner · * Possible Member of 10% Group

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · 10% owner · * Possible Member of 10% Group

Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · 10% owner · * Possible Member of 10% Group

Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · 10% owner · * Possible Member of 10% Group

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Private Design Fund IV, L.P.

Disclosed balance after: 1,704,244

F1 · ownership.nature: This Form 4 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.

F2 · ownership.nature: In accordance with Instruction 4 (b)(iv) to Form 4, 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.

SEC source: 0001193805-22-000932 · e621737_4-mirum.xml · nonDerivative · entry 4

Flynn James E · CIK 0001352546 · 10% owner · * Possible Member of 10% Group

Deerfield Mgmt HIF, L.P. · CIK 0001665736 · 10% owner · * Possible Member of 10% Group

Deerfield Mgmt IV, L.P. · CIK 0001713467 · 10% owner · * Possible Member of 10% Group

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · 10% owner · * Possible Member of 10% Group

Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · 10% owner · * Possible Member of 10% Group

Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · 10% owner · * Possible Member of 10% Group

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Healthcare Innovations Fund, L.P.

Disclosed balance after: 1,546,433

F1 · ownership.nature: This Form 4 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.

F2 · ownership.nature: In accordance with Instruction 4 (b)(iv) to Form 4, 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.

SEC source: 0001193805-22-000932 · e621737_4-mirum.xml · nonDerivative · entry 3

Flynn James E · CIK 0001352546 · 10% owner · * Possible Member of 10% Group

Deerfield Mgmt HIF, L.P. · CIK 0001665736 · 10% owner · * Possible Member of 10% Group

Deerfield Mgmt IV, L.P. · CIK 0001713467 · 10% owner · * Possible Member of 10% Group

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · 10% owner · * Possible Member of 10% Group

Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · 10% owner · * Possible Member of 10% Group

Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · 10% owner · * Possible Member of 10% Group

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Private Design Fund IV, L.P.

Disclosed balance after: 1,711,153

F1 · ownership.nature: This Form 4 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.

F2 · ownership.nature: In accordance with Instruction 4 (b)(iv) to Form 4, 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.

SEC source: 0001193805-22-000932 · e621737_4-mirum.xml · nonDerivative · entry 2

Flynn James E · CIK 0001352546 · 10% owner · * Possible Member of 10% Group

Deerfield Mgmt HIF, L.P. · CIK 0001665736 · 10% owner · * Possible Member of 10% Group

Deerfield Mgmt IV, L.P. · CIK 0001713467 · 10% owner · * Possible Member of 10% Group

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · 10% owner · * Possible Member of 10% Group

Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · 10% owner · * Possible Member of 10% Group

Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · 10% owner · * Possible Member of 10% Group

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Healthcare Innovations Fund, L.P.

Disclosed balance after: 1,546,588

F1 · ownership.nature: This Form 4 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.

F2 · ownership.nature: In accordance with Instruction 4 (b)(iv) to Form 4, 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.

SEC source: 0001193805-22-000932 · e621737_4-mirum.xml · nonDerivative · entry 1

Flynn James E · CIK 0001352546 · 10% owner · * Possible Member of 10% Group

Deerfield Mgmt HIF, L.P. · CIK 0001665736 · 10% owner · * Possible Member of 10% Group

Deerfield Mgmt IV, L.P. · CIK 0001713467 · 10% owner · * Possible Member of 10% Group

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · 10% owner · * Possible Member of 10% Group

Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · 10% owner · * Possible Member of 10% Group

Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · 10% owner · * Possible Member of 10% Group

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Private Design Fund IV, L.P.

Disclosed balance after: 1,711,324

F1 · ownership.nature: This Form 4 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.

F2 · ownership.nature: In accordance with Instruction 4 (b)(iv) to Form 4, 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.

SEC source: 0001193805-21-001590 · e621086_4-dfp.xml · derivative · entry 14

Flynn James E · CIK 0001352546 · 10% owner · Possible Members of 10% Group

Deerfield Mgmt L.P. · CIK 0001010823 · 10% owner · Possible Members of 10% Group

DEERFIELD PARTNERS, L.P. · CIK 0001301041 · 10% owner · Possible Members of 10% Group

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · 10% owner · Possible Members of 10% Group

Deerfield Mgmt IV, L.P. · CIK 0001713467 · 10% owner · Possible Members of 10% Group

Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · 10% owner · Possible Members of 10% Group

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Private Design Fund IV, L.P.

Disclosed balance after: 625,000

Underlying: Class A Common Stock · 625,000 shares

Expires 2026-11-12

F9 · kind: Each Fund acquired the Public Warrants from the Issuer in connection with the Issuer's initial public offering on March 13, 2020. As a result of the closing of the Issuer's initial business combination, the Public Warrants will become exercisable as of the date that is 30 days after the closing of the Issuer's initial business combination (i.e., November 12, 2021). The Public Warrants will expire on November 12, 2026 or earlier upon redemption or liquidation. Prior to the closing of the Issuer's initial business combination, each fund elected to be governed by a Maximum Percentage (as defined in the Public Warrants) of 4.9%.

F9 · price: Each Fund acquired the Public Warrants from the Issuer in connection with the Issuer's initial public offering on March 13, 2020. As a result of the closing of the Issuer's initial business combination, the Public Warrants will become exercisable as of the date that is 30 days after the closing of the Issuer's initial business combination (i.e., November 12, 2021). The Public Warrants will expire on November 12, 2026 or earlier upon redemption or liquidation. Prior to the closing of the Issuer's initial business combination, each fund elected to be governed by a Maximum Percentage (as defined in the Public Warrants) of 4.9%.

F9 · derivative.underlying_shares: Each Fund acquired the Public Warrants from the Issuer in connection with the Issuer's initial public offering on March 13, 2020. As a result of the closing of the Issuer's initial business combination, the Public Warrants will become exercisable as of the date that is 30 days after the closing of the Issuer's initial business combination (i.e., November 12, 2021). The Public Warrants will expire on November 12, 2026 or earlier upon redemption or liquidation. Prior to the closing of the Issuer's initial business combination, each fund elected to be governed by a Maximum Percentage (as defined in the Public Warrants) of 4.9%.

F9 · balance_after: Each Fund acquired the Public Warrants from the Issuer in connection with the Issuer's initial public offering on March 13, 2020. As a result of the closing of the Issuer's initial business combination, the Public Warrants will become exercisable as of the date that is 30 days after the closing of the Issuer's initial business combination (i.e., November 12, 2021). The Public Warrants will expire on November 12, 2026 or earlier upon redemption or liquidation. Prior to the closing of the Issuer's initial business combination, each fund elected to be governed by a Maximum Percentage (as defined in the Public Warrants) of 4.9%.

F2 · ownership.nature: This Form 4 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, 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" and, together with Deerfield Partners, the "Funds"). Deerfield Management Company, L.P. ("Deerfield Management") 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, L.P. and Deerfield Management Company, L.P. Each Fund holds a 37% membership interest in DFP Sponsor, LLC (the "Sponsor").

F3 · ownership.nature: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds, the Sponsor and Deerfield Management 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.

SEC source: 0001193805-21-001590 · e621086_4-dfp.xml · derivative · entry 13

Flynn James E · CIK 0001352546 · 10% owner · Possible Members of 10% Group

Deerfield Mgmt L.P. · CIK 0001010823 · 10% owner · Possible Members of 10% Group

DEERFIELD PARTNERS, L.P. · CIK 0001301041 · 10% owner · Possible Members of 10% Group

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · 10% owner · Possible Members of 10% Group

Deerfield Mgmt IV, L.P. · CIK 0001713467 · 10% owner · Possible Members of 10% Group

Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · 10% owner · Possible Members of 10% Group

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Partners, L.P.

Disclosed balance after: 625,000

Underlying: Class A Common Stock · 625,000 shares

Expires 2026-11-12

F9 · kind: Each Fund acquired the Public Warrants from the Issuer in connection with the Issuer's initial public offering on March 13, 2020. As a result of the closing of the Issuer's initial business combination, the Public Warrants will become exercisable as of the date that is 30 days after the closing of the Issuer's initial business combination (i.e., November 12, 2021). The Public Warrants will expire on November 12, 2026 or earlier upon redemption or liquidation. Prior to the closing of the Issuer's initial business combination, each fund elected to be governed by a Maximum Percentage (as defined in the Public Warrants) of 4.9%.

F9 · price: Each Fund acquired the Public Warrants from the Issuer in connection with the Issuer's initial public offering on March 13, 2020. As a result of the closing of the Issuer's initial business combination, the Public Warrants will become exercisable as of the date that is 30 days after the closing of the Issuer's initial business combination (i.e., November 12, 2021). The Public Warrants will expire on November 12, 2026 or earlier upon redemption or liquidation. Prior to the closing of the Issuer's initial business combination, each fund elected to be governed by a Maximum Percentage (as defined in the Public Warrants) of 4.9%.

F9 · derivative.underlying_shares: Each Fund acquired the Public Warrants from the Issuer in connection with the Issuer's initial public offering on March 13, 2020. As a result of the closing of the Issuer's initial business combination, the Public Warrants will become exercisable as of the date that is 30 days after the closing of the Issuer's initial business combination (i.e., November 12, 2021). The Public Warrants will expire on November 12, 2026 or earlier upon redemption or liquidation. Prior to the closing of the Issuer's initial business combination, each fund elected to be governed by a Maximum Percentage (as defined in the Public Warrants) of 4.9%.

F9 · balance_after: Each Fund acquired the Public Warrants from the Issuer in connection with the Issuer's initial public offering on March 13, 2020. As a result of the closing of the Issuer's initial business combination, the Public Warrants will become exercisable as of the date that is 30 days after the closing of the Issuer's initial business combination (i.e., November 12, 2021). The Public Warrants will expire on November 12, 2026 or earlier upon redemption or liquidation. Prior to the closing of the Issuer's initial business combination, each fund elected to be governed by a Maximum Percentage (as defined in the Public Warrants) of 4.9%.

F2 · ownership.nature: This Form 4 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, 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" and, together with Deerfield Partners, the "Funds"). Deerfield Management Company, L.P. ("Deerfield Management") 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, L.P. and Deerfield Management Company, L.P. Each Fund holds a 37% membership interest in DFP Sponsor, LLC (the "Sponsor").

F3 · ownership.nature: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds, the Sponsor and Deerfield Management 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.

SEC source: 0001193805-21-001590 · e621086_4-dfp.xml · derivative · entry 12

Flynn James E · CIK 0001352546 · 10% owner · Possible Members of 10% Group

Deerfield Mgmt L.P. · CIK 0001010823 · 10% owner · Possible Members of 10% Group

DEERFIELD PARTNERS, L.P. · CIK 0001301041 · 10% owner · Possible Members of 10% Group

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · 10% owner · Possible Members of 10% Group

Deerfield Mgmt IV, L.P. · CIK 0001713467 · 10% owner · Possible Members of 10% Group

Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · 10% owner · Possible Members of 10% Group

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through DFP Sponsor, LLC

Disclosed balance after: 3,177,543

Underlying: Class A Common Stock · 3,177,543 shares

Expires 2026-11-12

F8 · kind: The Sponsor acquired the Private Placement Warrants from the Issuer in connection with the Issuer's initial public offering on March 13, 2020. As a result of the closing of the Business Combination, the Private Placement Warrants will become exercisable as of the date that is 30 days after the closing of the Issuer's initial business combination (i.e., November 12, 2021). The Private Placement Warrants will expire on November 12, 2026 or earlier upon redemption or liquidation. Prior to the closing of the Issuer's initial business combination, the Sponsor elected to be governed by a Maximum Percentage (as defined in the Private Placement Warrants) of 4.9%.

F8 · price: The Sponsor acquired the Private Placement Warrants from the Issuer in connection with the Issuer's initial public offering on March 13, 2020. As a result of the closing of the Business Combination, the Private Placement Warrants will become exercisable as of the date that is 30 days after the closing of the Issuer's initial business combination (i.e., November 12, 2021). The Private Placement Warrants will expire on November 12, 2026 or earlier upon redemption or liquidation. Prior to the closing of the Issuer's initial business combination, the Sponsor elected to be governed by a Maximum Percentage (as defined in the Private Placement Warrants) of 4.9%.

F8 · derivative.underlying_shares: The Sponsor acquired the Private Placement Warrants from the Issuer in connection with the Issuer's initial public offering on March 13, 2020. As a result of the closing of the Business Combination, the Private Placement Warrants will become exercisable as of the date that is 30 days after the closing of the Issuer's initial business combination (i.e., November 12, 2021). The Private Placement Warrants will expire on November 12, 2026 or earlier upon redemption or liquidation. Prior to the closing of the Issuer's initial business combination, the Sponsor elected to be governed by a Maximum Percentage (as defined in the Private Placement Warrants) of 4.9%.

F8 · balance_after: The Sponsor acquired the Private Placement Warrants from the Issuer in connection with the Issuer's initial public offering on March 13, 2020. As a result of the closing of the Business Combination, the Private Placement Warrants will become exercisable as of the date that is 30 days after the closing of the Issuer's initial business combination (i.e., November 12, 2021). The Private Placement Warrants will expire on November 12, 2026 or earlier upon redemption or liquidation. Prior to the closing of the Issuer's initial business combination, the Sponsor elected to be governed by a Maximum Percentage (as defined in the Private Placement Warrants) of 4.9%.

F2 · ownership.nature: This Form 4 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, 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" and, together with Deerfield Partners, the "Funds"). Deerfield Management Company, L.P. ("Deerfield Management") 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, L.P. and Deerfield Management Company, L.P. Each Fund holds a 37% membership interest in DFP Sponsor, LLC (the "Sponsor").

F3 · ownership.nature: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds, the Sponsor and Deerfield Management 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.

SEC source: 0001193805-21-001590 · e621086_4-dfp.xml · derivative · entry 11

Flynn James E · CIK 0001352546 · 10% owner · Possible Members of 10% Group

Deerfield Mgmt L.P. · CIK 0001010823 · 10% owner · Possible Members of 10% Group

DEERFIELD PARTNERS, L.P. · CIK 0001301041 · 10% owner · Possible Members of 10% Group

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · 10% owner · Possible Members of 10% Group

Deerfield Mgmt IV, L.P. · CIK 0001713467 · 10% owner · Possible Members of 10% Group

Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · 10% owner · Possible Members of 10% Group

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Management Company, L.P.

Disclosed balance after: 0

Underlying: Class A Common Stock · 85,113 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F6 · derivative.exercise_price: The shares of Class B Common Stock were convertible into shares of the Issuer's Class A Common Stock as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-236578) and had no expiration date.

F1 · kind: Upon the closing of the Issuer's initial business combination, each share of Class B Common Stock converted (automatically in accordance with its terms) into one share of Class A Common Stock for no consideration.

F6 · derivative.exercise_date: The shares of Class B Common Stock were convertible into shares of the Issuer's Class A Common Stock as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-236578) and had no expiration date.

F6 · derivative.expiration_date: The shares of Class B Common Stock were convertible into shares of the Issuer's Class A Common Stock as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-236578) and had no expiration date.

F2 · ownership.nature: This Form 4 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, 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" and, together with Deerfield Partners, the "Funds"). Deerfield Management Company, L.P. ("Deerfield Management") 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, L.P. and Deerfield Management Company, L.P. Each Fund holds a 37% membership interest in DFP Sponsor, LLC (the "Sponsor").

F3 · ownership.nature: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds, the Sponsor and Deerfield Management 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.

F4 · ownership.nature: Steven Hochberg, a partner in Deerfield Management, served as a director and the chief executive officer of the Issuer until his resignation from such positions on November 12, 2021 (prior to the vote of the Issuer's stockholders in respect of the consummation of the Issuer's initial business combination and prior to the transactions reported herein). The Class A Common Stock owned by Steven Hochberg and reported herein is held for the benefit, and at the direction, of Deerfield Management.

SEC source: 0001193805-21-001590 · e621086_4-dfp.xml · derivative · entry 10

Flynn James E · CIK 0001352546 · 10% owner · Possible Members of 10% Group

Deerfield Mgmt L.P. · CIK 0001010823 · 10% owner · Possible Members of 10% Group

DEERFIELD PARTNERS, L.P. · CIK 0001301041 · 10% owner · Possible Members of 10% Group

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · 10% owner · Possible Members of 10% Group

Deerfield Mgmt IV, L.P. · CIK 0001713467 · 10% owner · Possible Members of 10% Group

Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · 10% owner · Possible Members of 10% Group

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through DFP Sponsor, LLC

Disclosed balance after: 0

Underlying: Class A Common Stock · 40 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F6 · derivative.exercise_price: The shares of Class B Common Stock were convertible into shares of the Issuer's Class A Common Stock as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-236578) and had no expiration date.

F1 · kind: Upon the closing of the Issuer's initial business combination, each share of Class B Common Stock converted (automatically in accordance with its terms) into one share of Class A Common Stock for no consideration.

F6 · derivative.exercise_date: The shares of Class B Common Stock were convertible into shares of the Issuer's Class A Common Stock as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-236578) and had no expiration date.

F6 · derivative.expiration_date: The shares of Class B Common Stock were convertible into shares of the Issuer's Class A Common Stock as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-236578) and had no expiration date.

F2 · ownership.nature: This Form 4 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, 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" and, together with Deerfield Partners, the "Funds"). Deerfield Management Company, L.P. ("Deerfield Management") 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, L.P. and Deerfield Management Company, L.P. Each Fund holds a 37% membership interest in DFP Sponsor, LLC (the "Sponsor").

F3 · ownership.nature: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds, the Sponsor and Deerfield Management 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.

SEC source: 0001193805-21-001590 · e621086_4-dfp.xml · derivative · entry 9

Flynn James E · CIK 0001352546 · 10% owner · Possible Members of 10% Group

Deerfield Mgmt L.P. · CIK 0001010823 · 10% owner · Possible Members of 10% Group

DEERFIELD PARTNERS, L.P. · CIK 0001301041 · 10% owner · Possible Members of 10% Group

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · 10% owner · Possible Members of 10% Group

Deerfield Mgmt IV, L.P. · CIK 0001713467 · 10% owner · Possible Members of 10% Group

Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · 10% owner · Possible Members of 10% Group

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Management Company, L.P.

Disclosed balance after: 85,113

Underlying: Class A Common Stock · 14,887 shares

Expires not disclosed

F6 · derivative.exercise_price: The shares of Class B Common Stock were convertible into shares of the Issuer's Class A Common Stock as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-236578) and had no expiration date.

F7 · kind: In connection with, and immediately prior to, the closing of the Issuer's initial business combination, pursuant to the Stockholder Support Agreement, dated as of June 28, 2021, DFP Sponsor, LLC (the "Sponsor") forfeited 707,960 shares of Class B Common Stock and Steven Hochberg forfeited 14,887 shares of Class B Common Stock for no consideration.

F6 · derivative.exercise_date: The shares of Class B Common Stock were convertible into shares of the Issuer's Class A Common Stock as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-236578) and had no expiration date.

F6 · derivative.expiration_date: The shares of Class B Common Stock were convertible into shares of the Issuer's Class A Common Stock as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-236578) and had no expiration date.

F2 · ownership.nature: This Form 4 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, 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" and, together with Deerfield Partners, the "Funds"). Deerfield Management Company, L.P. ("Deerfield Management") 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, L.P. and Deerfield Management Company, L.P. Each Fund holds a 37% membership interest in DFP Sponsor, LLC (the "Sponsor").

F3 · ownership.nature: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds, the Sponsor and Deerfield Management 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.

F4 · ownership.nature: Steven Hochberg, a partner in Deerfield Management, served as a director and the chief executive officer of the Issuer until his resignation from such positions on November 12, 2021 (prior to the vote of the Issuer's stockholders in respect of the consummation of the Issuer's initial business combination and prior to the transactions reported herein). The Class A Common Stock owned by Steven Hochberg and reported herein is held for the benefit, and at the direction, of Deerfield Management.

SEC source: 0001193805-21-001590 · e621086_4-dfp.xml · derivative · entry 8

Flynn James E · CIK 0001352546 · 10% owner · Possible Members of 10% Group

Deerfield Mgmt L.P. · CIK 0001010823 · 10% owner · Possible Members of 10% Group

DEERFIELD PARTNERS, L.P. · CIK 0001301041 · 10% owner · Possible Members of 10% Group

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · 10% owner · Possible Members of 10% Group

Deerfield Mgmt IV, L.P. · CIK 0001713467 · 10% owner · Possible Members of 10% Group

Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · 10% owner · Possible Members of 10% Group

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through DFP Sponsor, LLC

Disclosed balance after: 40

Underlying: Class A Common Stock · 707,960 shares

Expires not disclosed

F6 · derivative.exercise_price: The shares of Class B Common Stock were convertible into shares of the Issuer's Class A Common Stock as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-236578) and had no expiration date.

F7 · kind: In connection with, and immediately prior to, the closing of the Issuer's initial business combination, pursuant to the Stockholder Support Agreement, dated as of June 28, 2021, DFP Sponsor, LLC (the "Sponsor") forfeited 707,960 shares of Class B Common Stock and Steven Hochberg forfeited 14,887 shares of Class B Common Stock for no consideration.

F6 · derivative.exercise_date: The shares of Class B Common Stock were convertible into shares of the Issuer's Class A Common Stock as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-236578) and had no expiration date.

F6 · derivative.expiration_date: The shares of Class B Common Stock were convertible into shares of the Issuer's Class A Common Stock as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-236578) and had no expiration date.

F2 · ownership.nature: This Form 4 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, 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" and, together with Deerfield Partners, the "Funds"). Deerfield Management Company, L.P. ("Deerfield Management") 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, L.P. and Deerfield Management Company, L.P. Each Fund holds a 37% membership interest in DFP Sponsor, LLC (the "Sponsor").

F3 · ownership.nature: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds, the Sponsor and Deerfield Management 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.

SEC source: 0001193805-21-001590 · e621086_4-dfp.xml · derivative · entry 6

Flynn James E · CIK 0001352546 · 10% owner · Possible Members of 10% Group

Deerfield Mgmt L.P. · CIK 0001010823 · 10% owner · Possible Members of 10% Group

DEERFIELD PARTNERS, L.P. · CIK 0001301041 · 10% owner · Possible Members of 10% Group

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · 10% owner · Possible Members of 10% Group

Deerfield Mgmt IV, L.P. · CIK 0001713467 · 10% owner · Possible Members of 10% Group

Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · 10% owner · Possible Members of 10% Group

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Private Design Fund IV, L.P.

Disclosed balance after: 58,945

Underlying: Class A Common Stock · 5,000,000 shares

Expires not disclosed

F5 · derivative.exercise_price: Each share of Series A Common Stock Equivalent Convertible Preferred Stock ("Common Equivalent Preferred Stock") is convertible into 100 shares of Class A Common Stock (subject to adjustment) at any time and from time to time at the election of the holder thereof. The Common Equivalent Preferred Stock has no expiration date. The terms of the Common Equivalent Preferred Stock restrict the conversion of such shares to the extent that, upon such conversion, the number of shares of Class A Common Stock then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) "group" would exceed 4.9% of the total number of shares of Class A Common Stock then outstanding.

F5 · derivative.exercise_date: Each share of Series A Common Stock Equivalent Convertible Preferred Stock ("Common Equivalent Preferred Stock") is convertible into 100 shares of Class A Common Stock (subject to adjustment) at any time and from time to time at the election of the holder thereof. The Common Equivalent Preferred Stock has no expiration date. The terms of the Common Equivalent Preferred Stock restrict the conversion of such shares to the extent that, upon such conversion, the number of shares of Class A Common Stock then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) "group" would exceed 4.9% of the total number of shares of Class A Common Stock then outstanding.

F5 · derivative.expiration_date: Each share of Series A Common Stock Equivalent Convertible Preferred Stock ("Common Equivalent Preferred Stock") is convertible into 100 shares of Class A Common Stock (subject to adjustment) at any time and from time to time at the election of the holder thereof. The Common Equivalent Preferred Stock has no expiration date. The terms of the Common Equivalent Preferred Stock restrict the conversion of such shares to the extent that, upon such conversion, the number of shares of Class A Common Stock then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) "group" would exceed 4.9% of the total number of shares of Class A Common Stock then outstanding.

F2 · ownership.nature: This Form 4 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, 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" and, together with Deerfield Partners, the "Funds"). Deerfield Management Company, L.P. ("Deerfield Management") 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, L.P. and Deerfield Management Company, L.P. Each Fund holds a 37% membership interest in DFP Sponsor, LLC (the "Sponsor").

F3 · ownership.nature: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds, the Sponsor and Deerfield Management 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.

SEC source: 0001193805-21-001590 · e621086_4-dfp.xml · derivative · entry 5

Flynn James E · CIK 0001352546 · 10% owner · Possible Members of 10% Group

Deerfield Mgmt L.P. · CIK 0001010823 · 10% owner · Possible Members of 10% Group

DEERFIELD PARTNERS, L.P. · CIK 0001301041 · 10% owner · Possible Members of 10% Group

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · 10% owner · Possible Members of 10% Group

Deerfield Mgmt IV, L.P. · CIK 0001713467 · 10% owner · Possible Members of 10% Group

Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · 10% owner · Possible Members of 10% Group

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Partners, L.P.

Disclosed balance after: 58,945

Underlying: Class A Common Stock · 5,000,000 shares

Expires not disclosed

F5 · derivative.exercise_price: Each share of Series A Common Stock Equivalent Convertible Preferred Stock ("Common Equivalent Preferred Stock") is convertible into 100 shares of Class A Common Stock (subject to adjustment) at any time and from time to time at the election of the holder thereof. The Common Equivalent Preferred Stock has no expiration date. The terms of the Common Equivalent Preferred Stock restrict the conversion of such shares to the extent that, upon such conversion, the number of shares of Class A Common Stock then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) "group" would exceed 4.9% of the total number of shares of Class A Common Stock then outstanding.

F5 · derivative.exercise_date: Each share of Series A Common Stock Equivalent Convertible Preferred Stock ("Common Equivalent Preferred Stock") is convertible into 100 shares of Class A Common Stock (subject to adjustment) at any time and from time to time at the election of the holder thereof. The Common Equivalent Preferred Stock has no expiration date. The terms of the Common Equivalent Preferred Stock restrict the conversion of such shares to the extent that, upon such conversion, the number of shares of Class A Common Stock then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) "group" would exceed 4.9% of the total number of shares of Class A Common Stock then outstanding.

F5 · derivative.expiration_date: Each share of Series A Common Stock Equivalent Convertible Preferred Stock ("Common Equivalent Preferred Stock") is convertible into 100 shares of Class A Common Stock (subject to adjustment) at any time and from time to time at the election of the holder thereof. The Common Equivalent Preferred Stock has no expiration date. The terms of the Common Equivalent Preferred Stock restrict the conversion of such shares to the extent that, upon such conversion, the number of shares of Class A Common Stock then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) "group" would exceed 4.9% of the total number of shares of Class A Common Stock then outstanding.

F2 · ownership.nature: This Form 4 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, 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" and, together with Deerfield Partners, the "Funds"). Deerfield Management Company, L.P. ("Deerfield Management") 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, L.P. and Deerfield Management Company, L.P. Each Fund holds a 37% membership interest in DFP Sponsor, LLC (the "Sponsor").

F3 · ownership.nature: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds, the Sponsor and Deerfield Management 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.

SEC source: 0001193805-21-001590 · e621086_4-dfp.xml · nonDerivative · entry 2

Flynn James E · CIK 0001352546 · 10% owner · Possible Members of 10% Group

Deerfield Mgmt L.P. · CIK 0001010823 · 10% owner · Possible Members of 10% Group

DEERFIELD PARTNERS, L.P. · CIK 0001301041 · 10% owner · Possible Members of 10% Group

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · 10% owner · Possible Members of 10% Group

Deerfield Mgmt IV, L.P. · CIK 0001713467 · 10% owner · Possible Members of 10% Group

Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · 10% owner · Possible Members of 10% Group

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Management Company, L.P.

Disclosed balance after: 85,113

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: Upon the closing of the Issuer's initial business combination, each share of Class B Common Stock converted (automatically in accordance with its terms) into one share of Class A Common Stock for no consideration.

F1 · price: Upon the closing of the Issuer's initial business combination, each share of Class B Common Stock converted (automatically in accordance with its terms) into one share of Class A Common Stock for no consideration.

F2 · ownership.nature: This Form 4 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, 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" and, together with Deerfield Partners, the "Funds"). Deerfield Management Company, L.P. ("Deerfield Management") 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, L.P. and Deerfield Management Company, L.P. Each Fund holds a 37% membership interest in DFP Sponsor, LLC (the "Sponsor").

F3 · ownership.nature: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds, the Sponsor and Deerfield Management 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.

F4 · ownership.nature: Steven Hochberg, a partner in Deerfield Management, served as a director and the chief executive officer of the Issuer until his resignation from such positions on November 12, 2021 (prior to the vote of the Issuer's stockholders in respect of the consummation of the Issuer's initial business combination and prior to the transactions reported herein). The Class A Common Stock owned by Steven Hochberg and reported herein is held for the benefit, and at the direction, of Deerfield Management.

SEC source: 0001193805-21-001590 · e621086_4-dfp.xml · nonDerivative · entry 1

Flynn James E · CIK 0001352546 · 10% owner · Possible Members of 10% Group

Deerfield Mgmt L.P. · CIK 0001010823 · 10% owner · Possible Members of 10% Group

DEERFIELD PARTNERS, L.P. · CIK 0001301041 · 10% owner · Possible Members of 10% Group

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · 10% owner · Possible Members of 10% Group

Deerfield Mgmt IV, L.P. · CIK 0001713467 · 10% owner · Possible Members of 10% Group

Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · 10% owner · Possible Members of 10% Group

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through DFP Sponsor, LLC

Disclosed balance after: 40

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: Upon the closing of the Issuer's initial business combination, each share of Class B Common Stock converted (automatically in accordance with its terms) into one share of Class A Common Stock for no consideration.

F1 · price: Upon the closing of the Issuer's initial business combination, each share of Class B Common Stock converted (automatically in accordance with its terms) into one share of Class A Common Stock for no consideration.

F2 · ownership.nature: This Form 4 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, 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" and, together with Deerfield Partners, the "Funds"). Deerfield Management Company, L.P. ("Deerfield Management") 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, L.P. and Deerfield Management Company, L.P. Each Fund holds a 37% membership interest in DFP Sponsor, LLC (the "Sponsor").

F3 · ownership.nature: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds, the Sponsor and Deerfield Management 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.

SEC source: 0001193805-21-001101 · e620838_4-nuvalent.xml · derivative · entry 14

Flynn James E · CIK 0001352546 · Director · 10% owner · Director by Deputization

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · Director · 10% owner · Director by Deputization

Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · 10% owner · Director by Deputization

Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · Director · 10% owner · Director by Deputization

Deerfield Mgmt IV, L.P. · CIK 0001713467 · Director · 10% owner · Director by Deputization

Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · Director · 10% owner · Director by Deputization

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Healthcare Innovations Fund, L.P.

Disclosed balance after: 2,717,628

Underlying: Class A Common Stock · 300,000 shares

Expires not disclosed

F3 · derivative.exercise_price: 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 from time to time at the election of the holder, 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.

F3 · derivative.exercise_date: 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 from time to time at the election of the holder, 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.

F3 · derivative.expiration_date: 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 from time to time at the election of the holder, 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.

F4 · ownership.nature: This Form 4 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.

F5 · ownership.nature: In accordance with Instruction 4 (b)(iv) to Form 4, 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.

SEC source: 0001193805-21-001101 · e620838_4-nuvalent.xml · derivative · entry 13

Flynn James E · CIK 0001352546 · Director · 10% owner · Director by Deputization

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · Director · 10% owner · Director by Deputization

Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · 10% owner · Director by Deputization

Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · Director · 10% owner · Director by Deputization

Deerfield Mgmt IV, L.P. · CIK 0001713467 · Director · 10% owner · Director by Deputization

Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · Director · 10% owner · Director by Deputization

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Private Design Fund IV, L.P.

Disclosed balance after: 2,717,628

Underlying: Class A Common Stock · 300,000 shares

Expires not disclosed

F3 · derivative.exercise_price: 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 from time to time at the election of the holder, 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.

F3 · derivative.exercise_date: 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 from time to time at the election of the holder, 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.

F3 · derivative.expiration_date: 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 from time to time at the election of the holder, 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.

F4 · ownership.nature: This Form 4 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.

F5 · ownership.nature: In accordance with Instruction 4 (b)(iv) to Form 4, 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.

SEC source: 0001193805-21-001101 · e620838_4-nuvalent.xml · derivative · entry 12

Flynn James E · CIK 0001352546 · Director · 10% owner · Director by Deputization

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · Director · 10% owner · Director by Deputization

Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · 10% owner · Director by Deputization

Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · Director · 10% owner · Director by Deputization

Deerfield Mgmt IV, L.P. · CIK 0001713467 · Director · 10% owner · Director by Deputization

Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · Director · 10% owner · Director by Deputization

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Healthcare Innovations Fund, L.P.

Disclosed balance after: 2,417,628

Underlying: Class A Common Stock · 2,417,628 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · derivative.exercise_price: 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 from time to time at the election of the holder, 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.

F1 · price: Upon the closing of the Issuer's initial public offering, each share of Series A Preferred Stock held by each Fund (as defined below) automatically converted into either (i) approximately 0.18580 shares of the Issuer's Class A common stock or (ii) at the election of such Fund, approximately 0.18580 shares of the Issuer's Class B common stock. Each Fund elected to have 2,417,628 shares of common stock issuable to such Fund upon conversion of its Series A Preferred Stock issued in the form of Class B common stock.

F3 · derivative.exercise_date: 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 from time to time at the election of the holder, 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.

F3 · derivative.expiration_date: 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 from time to time at the election of the holder, 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.

F4 · ownership.nature: This Form 4 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.

F5 · ownership.nature: In accordance with Instruction 4 (b)(iv) to Form 4, 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.

SEC source: 0001193805-21-001101 · e620838_4-nuvalent.xml · derivative · entry 11

Flynn James E · CIK 0001352546 · Director · 10% owner · Director by Deputization

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · Director · 10% owner · Director by Deputization

Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · 10% owner · Director by Deputization

Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · Director · 10% owner · Director by Deputization

Deerfield Mgmt IV, L.P. · CIK 0001713467 · Director · 10% owner · Director by Deputization

Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · Director · 10% owner · Director by Deputization

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Private Design Fund IV, L.P.

Disclosed balance after: 2,417,628

Underlying: Class A Common Stock · 2,417,628 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · derivative.exercise_price: 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 from time to time at the election of the holder, 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.

F1 · price: Upon the closing of the Issuer's initial public offering, each share of Series A Preferred Stock held by each Fund (as defined below) automatically converted into either (i) approximately 0.18580 shares of the Issuer's Class A common stock or (ii) at the election of such Fund, approximately 0.18580 shares of the Issuer's Class B common stock. Each Fund elected to have 2,417,628 shares of common stock issuable to such Fund upon conversion of its Series A Preferred Stock issued in the form of Class B common stock.

F3 · derivative.exercise_date: 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 from time to time at the election of the holder, 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.

F3 · derivative.expiration_date: 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 from time to time at the election of the holder, 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.

F4 · ownership.nature: This Form 4 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.

F5 · ownership.nature: In accordance with Instruction 4 (b)(iv) to Form 4, 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.

SEC source: 0001193805-21-001101 · e620838_4-nuvalent.xml · derivative · entry 10

Flynn James E · CIK 0001352546 · Director · 10% owner · Director by Deputization

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · Director · 10% owner · Director by Deputization

Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · 10% owner · Director by Deputization

Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · Director · 10% owner · Director by Deputization

Deerfield Mgmt IV, L.P. · CIK 0001713467 · Director · 10% owner · Director by Deputization

Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · Director · 10% owner · Director by Deputization

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Private Design Fund IV, L.P.

Disclosed balance after: 0

Underlying: Class A Common Stock · 897,671 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_price: Upon the closing of the Issuer's initial public offering, each share of Series B Preferred Stock held by each Fund automatically converted into approximately 0.18580 shares of the Issuer's Class A common stock.

F2 · price: Upon the closing of the Issuer's initial public offering, each share of Series B Preferred Stock held by each Fund automatically converted into approximately 0.18580 shares of the Issuer's Class A common stock.

F2 · derivative.exercise_date: Upon the closing of the Issuer's initial public offering, each share of Series B Preferred Stock held by each Fund automatically converted into approximately 0.18580 shares of the Issuer's Class A common stock.

F2 · derivative.expiration_date: Upon the closing of the Issuer's initial public offering, each share of Series B Preferred Stock held by each Fund automatically converted into approximately 0.18580 shares of the Issuer's Class A common stock.

F4 · ownership.nature: This Form 4 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.

F5 · ownership.nature: In accordance with Instruction 4 (b)(iv) to Form 4, 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.

SEC source: 0001193805-21-001101 · e620838_4-nuvalent.xml · derivative · entry 9

Flynn James E · CIK 0001352546 · Director · 10% owner · Director by Deputization

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · Director · 10% owner · Director by Deputization

Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · 10% owner · Director by Deputization

Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · Director · 10% owner · Director by Deputization

Deerfield Mgmt IV, L.P. · CIK 0001713467 · Director · 10% owner · Director by Deputization

Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · Director · 10% owner · Director by Deputization

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Private Design Fund IV, L.P.

Disclosed balance after: 0

Underlying: Class A Common Stock · 897,671 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_price: Upon the closing of the Issuer's initial public offering, each share of Series B Preferred Stock held by each Fund automatically converted into approximately 0.18580 shares of the Issuer's Class A common stock.

F2 · price: Upon the closing of the Issuer's initial public offering, each share of Series B Preferred Stock held by each Fund automatically converted into approximately 0.18580 shares of the Issuer's Class A common stock.

F2 · derivative.exercise_date: Upon the closing of the Issuer's initial public offering, each share of Series B Preferred Stock held by each Fund automatically converted into approximately 0.18580 shares of the Issuer's Class A common stock.

F2 · derivative.expiration_date: Upon the closing of the Issuer's initial public offering, each share of Series B Preferred Stock held by each Fund automatically converted into approximately 0.18580 shares of the Issuer's Class A common stock.

F4 · ownership.nature: This Form 4 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.

F5 · ownership.nature: In accordance with Instruction 4 (b)(iv) to Form 4, 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.

SEC source: 0001193805-21-001101 · e620838_4-nuvalent.xml · derivative · entry 8

Flynn James E · CIK 0001352546 · Director · 10% owner · Director by Deputization

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · Director · 10% owner · Director by Deputization

Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · 10% owner · Director by Deputization

Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · Director · 10% owner · Director by Deputization

Deerfield Mgmt IV, L.P. · CIK 0001713467 · Director · 10% owner · Director by Deputization

Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · Director · 10% owner · Director by Deputization

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Healthcare Innovations Fund, L.P.

Disclosed balance after: 0

Underlying: Class B Common Stock · 2,417,628 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Upon the closing of the Issuer's initial public offering, each share of Series A Preferred Stock held by each Fund (as defined below) automatically converted into either (i) approximately 0.18580 shares of the Issuer's Class A common stock or (ii) at the election of such Fund, approximately 0.18580 shares of the Issuer's Class B common stock. Each Fund elected to have 2,417,628 shares of common stock issuable to such Fund upon conversion of its Series A Preferred Stock issued in the form of Class B common stock.

F1 · price: Upon the closing of the Issuer's initial public offering, each share of Series A Preferred Stock held by each Fund (as defined below) automatically converted into either (i) approximately 0.18580 shares of the Issuer's Class A common stock or (ii) at the election of such Fund, approximately 0.18580 shares of the Issuer's Class B common stock. Each Fund elected to have 2,417,628 shares of common stock issuable to such Fund upon conversion of its Series A Preferred Stock issued in the form of Class B common stock.

F1 · derivative.exercise_date: Upon the closing of the Issuer's initial public offering, each share of Series A Preferred Stock held by each Fund (as defined below) automatically converted into either (i) approximately 0.18580 shares of the Issuer's Class A common stock or (ii) at the election of such Fund, approximately 0.18580 shares of the Issuer's Class B common stock. Each Fund elected to have 2,417,628 shares of common stock issuable to such Fund upon conversion of its Series A Preferred Stock issued in the form of Class B common stock.

F1 · derivative.expiration_date: Upon the closing of the Issuer's initial public offering, each share of Series A Preferred Stock held by each Fund (as defined below) automatically converted into either (i) approximately 0.18580 shares of the Issuer's Class A common stock or (ii) at the election of such Fund, approximately 0.18580 shares of the Issuer's Class B common stock. Each Fund elected to have 2,417,628 shares of common stock issuable to such Fund upon conversion of its Series A Preferred Stock issued in the form of Class B common stock.

F4 · ownership.nature: This Form 4 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.

F5 · ownership.nature: In accordance with Instruction 4 (b)(iv) to Form 4, 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.

SEC source: 0001193805-21-001101 · e620838_4-nuvalent.xml · derivative · entry 7

Flynn James E · CIK 0001352546 · Director · 10% owner · Director by Deputization

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · Director · 10% owner · Director by Deputization

Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · 10% owner · Director by Deputization

Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · Director · 10% owner · Director by Deputization

Deerfield Mgmt IV, L.P. · CIK 0001713467 · Director · 10% owner · Director by Deputization

Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · Director · 10% owner · Director by Deputization

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Private Design Fund IV, L.P.

Disclosed balance after: 0

Underlying: Class B Common Stock · 2,417,628 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Upon the closing of the Issuer's initial public offering, each share of Series A Preferred Stock held by each Fund (as defined below) automatically converted into either (i) approximately 0.18580 shares of the Issuer's Class A common stock or (ii) at the election of such Fund, approximately 0.18580 shares of the Issuer's Class B common stock. Each Fund elected to have 2,417,628 shares of common stock issuable to such Fund upon conversion of its Series A Preferred Stock issued in the form of Class B common stock.

F1 · price: Upon the closing of the Issuer's initial public offering, each share of Series A Preferred Stock held by each Fund (as defined below) automatically converted into either (i) approximately 0.18580 shares of the Issuer's Class A common stock or (ii) at the election of such Fund, approximately 0.18580 shares of the Issuer's Class B common stock. Each Fund elected to have 2,417,628 shares of common stock issuable to such Fund upon conversion of its Series A Preferred Stock issued in the form of Class B common stock.

F1 · derivative.exercise_date: Upon the closing of the Issuer's initial public offering, each share of Series A Preferred Stock held by each Fund (as defined below) automatically converted into either (i) approximately 0.18580 shares of the Issuer's Class A common stock or (ii) at the election of such Fund, approximately 0.18580 shares of the Issuer's Class B common stock. Each Fund elected to have 2,417,628 shares of common stock issuable to such Fund upon conversion of its Series A Preferred Stock issued in the form of Class B common stock.

F1 · derivative.expiration_date: Upon the closing of the Issuer's initial public offering, each share of Series A Preferred Stock held by each Fund (as defined below) automatically converted into either (i) approximately 0.18580 shares of the Issuer's Class A common stock or (ii) at the election of such Fund, approximately 0.18580 shares of the Issuer's Class B common stock. Each Fund elected to have 2,417,628 shares of common stock issuable to such Fund upon conversion of its Series A Preferred Stock issued in the form of Class B common stock.

F4 · ownership.nature: This Form 4 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.

F5 · ownership.nature: In accordance with Instruction 4 (b)(iv) to Form 4, 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.

SEC source: 0001193805-21-001101 · e620838_4-nuvalent.xml · derivative · entry 6

Flynn James E · CIK 0001352546 · Director · 10% owner · Director by Deputization

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · Director · 10% owner · Director by Deputization

Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · 10% owner · Director by Deputization

Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · Director · 10% owner · Director by Deputization

Deerfield Mgmt IV, L.P. · CIK 0001713467 · Director · 10% owner · Director by Deputization

Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · Director · 10% owner · Director by Deputization

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Healthcare Innovations Fund, L.P.

Disclosed balance after: 13,011,988

Underlying: Class A Common Stock · 8,494,140 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Upon the closing of the Issuer's initial public offering, each share of Series A Preferred Stock held by each Fund (as defined below) automatically converted into either (i) approximately 0.18580 shares of the Issuer's Class A common stock or (ii) at the election of such Fund, approximately 0.18580 shares of the Issuer's Class B common stock. Each Fund elected to have 2,417,628 shares of common stock issuable to such Fund upon conversion of its Series A Preferred Stock issued in the form of Class B common stock.

F1 · price: Upon the closing of the Issuer's initial public offering, each share of Series A Preferred Stock held by each Fund (as defined below) automatically converted into either (i) approximately 0.18580 shares of the Issuer's Class A common stock or (ii) at the election of such Fund, approximately 0.18580 shares of the Issuer's Class B common stock. Each Fund elected to have 2,417,628 shares of common stock issuable to such Fund upon conversion of its Series A Preferred Stock issued in the form of Class B common stock.

F1 · derivative.exercise_date: Upon the closing of the Issuer's initial public offering, each share of Series A Preferred Stock held by each Fund (as defined below) automatically converted into either (i) approximately 0.18580 shares of the Issuer's Class A common stock or (ii) at the election of such Fund, approximately 0.18580 shares of the Issuer's Class B common stock. Each Fund elected to have 2,417,628 shares of common stock issuable to such Fund upon conversion of its Series A Preferred Stock issued in the form of Class B common stock.

F1 · derivative.expiration_date: Upon the closing of the Issuer's initial public offering, each share of Series A Preferred Stock held by each Fund (as defined below) automatically converted into either (i) approximately 0.18580 shares of the Issuer's Class A common stock or (ii) at the election of such Fund, approximately 0.18580 shares of the Issuer's Class B common stock. Each Fund elected to have 2,417,628 shares of common stock issuable to such Fund upon conversion of its Series A Preferred Stock issued in the form of Class B common stock.

F4 · ownership.nature: This Form 4 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.

F5 · ownership.nature: In accordance with Instruction 4 (b)(iv) to Form 4, 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.

SEC source: 0001193805-21-001101 · e620838_4-nuvalent.xml · derivative · entry 5

Flynn James E · CIK 0001352546 · Director · 10% owner · Director by Deputization

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · Director · 10% owner · Director by Deputization

Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · 10% owner · Director by Deputization

Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · Director · 10% owner · Director by Deputization

Deerfield Mgmt IV, L.P. · CIK 0001713467 · Director · 10% owner · Director by Deputization

Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · Director · 10% owner · Director by Deputization

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Private Design Fund IV, L.P.

Disclosed balance after: 13,011,988

Underlying: Class A Common Stock · 8,494,140 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Upon the closing of the Issuer's initial public offering, each share of Series A Preferred Stock held by each Fund (as defined below) automatically converted into either (i) approximately 0.18580 shares of the Issuer's Class A common stock or (ii) at the election of such Fund, approximately 0.18580 shares of the Issuer's Class B common stock. Each Fund elected to have 2,417,628 shares of common stock issuable to such Fund upon conversion of its Series A Preferred Stock issued in the form of Class B common stock.

F1 · price: Upon the closing of the Issuer's initial public offering, each share of Series A Preferred Stock held by each Fund (as defined below) automatically converted into either (i) approximately 0.18580 shares of the Issuer's Class A common stock or (ii) at the election of such Fund, approximately 0.18580 shares of the Issuer's Class B common stock. Each Fund elected to have 2,417,628 shares of common stock issuable to such Fund upon conversion of its Series A Preferred Stock issued in the form of Class B common stock.

F1 · derivative.exercise_date: Upon the closing of the Issuer's initial public offering, each share of Series A Preferred Stock held by each Fund (as defined below) automatically converted into either (i) approximately 0.18580 shares of the Issuer's Class A common stock or (ii) at the election of such Fund, approximately 0.18580 shares of the Issuer's Class B common stock. Each Fund elected to have 2,417,628 shares of common stock issuable to such Fund upon conversion of its Series A Preferred Stock issued in the form of Class B common stock.

F1 · derivative.expiration_date: Upon the closing of the Issuer's initial public offering, each share of Series A Preferred Stock held by each Fund (as defined below) automatically converted into either (i) approximately 0.18580 shares of the Issuer's Class A common stock or (ii) at the election of such Fund, approximately 0.18580 shares of the Issuer's Class B common stock. Each Fund elected to have 2,417,628 shares of common stock issuable to such Fund upon conversion of its Series A Preferred Stock issued in the form of Class B common stock.

F4 · ownership.nature: This Form 4 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.

F5 · ownership.nature: In accordance with Instruction 4 (b)(iv) to Form 4, 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.

SEC source: 0001193805-21-001101 · e620838_4-nuvalent.xml · nonDerivative · entry 4

Flynn James E · CIK 0001352546 · Director · 10% owner · Director by Deputization

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · Director · 10% owner · Director by Deputization

Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · 10% owner · Director by Deputization

Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · Director · 10% owner · Director by Deputization

Deerfield Mgmt IV, L.P. · CIK 0001713467 · Director · 10% owner · Director by Deputization

Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · Director · 10% owner · Director by Deputization

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Healthcare Innovations Fund, L.P.

Disclosed balance after: 9,670,511

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · price: Upon the closing of the Issuer's initial public offering, each share of Series B Preferred Stock held by each Fund automatically converted into approximately 0.18580 shares of the Issuer's Class A common stock.

F4 · ownership.nature: This Form 4 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.

F5 · ownership.nature: In accordance with Instruction 4 (b)(iv) to Form 4, 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.

SEC source: 0001193805-21-001101 · e620838_4-nuvalent.xml · nonDerivative · entry 3

Flynn James E · CIK 0001352546 · Director · 10% owner · Director by Deputization

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · Director · 10% owner · Director by Deputization

Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · 10% owner · Director by Deputization

Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · Director · 10% owner · Director by Deputization

Deerfield Mgmt IV, L.P. · CIK 0001713467 · Director · 10% owner · Director by Deputization

Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · Director · 10% owner · Director by Deputization

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Private Design Fund IV, L.P.

Disclosed balance after: 9,670,511

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · price: Upon the closing of the Issuer's initial public offering, each share of Series B Preferred Stock held by each Fund automatically converted into approximately 0.18580 shares of the Issuer's Class A common stock.

F4 · ownership.nature: This Form 4 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.

F5 · ownership.nature: In accordance with Instruction 4 (b)(iv) to Form 4, 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.

SEC source: 0001193805-21-001101 · e620838_4-nuvalent.xml · nonDerivative · entry 2

Flynn James E · CIK 0001352546 · Director · 10% owner · Director by Deputization

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · Director · 10% owner · Director by Deputization

Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · 10% owner · Director by Deputization

Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · Director · 10% owner · Director by Deputization

Deerfield Mgmt IV, L.P. · CIK 0001713467 · Director · 10% owner · Director by Deputization

Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · Director · 10% owner · Director by Deputization

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Healthcare Innovations Fund, L.P.

Disclosed balance after: 8,772,840

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Upon the closing of the Issuer's initial public offering, each share of Series A Preferred Stock held by each Fund (as defined below) automatically converted into either (i) approximately 0.18580 shares of the Issuer's Class A common stock or (ii) at the election of such Fund, approximately 0.18580 shares of the Issuer's Class B common stock. Each Fund elected to have 2,417,628 shares of common stock issuable to such Fund upon conversion of its Series A Preferred Stock issued in the form of Class B common stock.

F4 · ownership.nature: This Form 4 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.

F5 · ownership.nature: In accordance with Instruction 4 (b)(iv) to Form 4, 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.

SEC source: 0001193805-21-001101 · e620838_4-nuvalent.xml · nonDerivative · entry 1

Flynn James E · CIK 0001352546 · Director · 10% owner · Director by Deputization

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · Director · 10% owner · Director by Deputization

Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · 10% owner · Director by Deputization

Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · Director · 10% owner · Director by Deputization

Deerfield Mgmt IV, L.P. · CIK 0001713467 · Director · 10% owner · Director by Deputization

Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · Director · 10% owner · Director by Deputization

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Private Design Fund IV, L.P.

Disclosed balance after: 8,772,840

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Upon the closing of the Issuer's initial public offering, each share of Series A Preferred Stock held by each Fund (as defined below) automatically converted into either (i) approximately 0.18580 shares of the Issuer's Class A common stock or (ii) at the election of such Fund, approximately 0.18580 shares of the Issuer's Class B common stock. Each Fund elected to have 2,417,628 shares of common stock issuable to such Fund upon conversion of its Series A Preferred Stock issued in the form of Class B common stock.

F4 · ownership.nature: This Form 4 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.

F5 · ownership.nature: In accordance with Instruction 4 (b)(iv) to Form 4, 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.

SEC source: 0001193805-21-001014 · e620792_4-mirum.xml · nonDerivative · entry 1

Flynn James E · CIK 0001352546 · 10% owner · * Possible Member of 10% Group

Deerfield Mgmt HIF, L.P. · CIK 0001665736 · 10% owner · * Possible Member of 10% Group

Deerfield Mgmt IV, L.P. · CIK 0001713467 · 10% owner · * Possible Member of 10% Group

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · 10% owner · * Possible Member of 10% Group

Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · 10% owner · * Possible Member of 10% Group

Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · 10% owner · * Possible Member of 10% Group

Deerfield Mgmt L.P. · CIK 0001010823 · 10% owner · * Possible Member of 10% Group

Deerfield Special Situations Fund, L.P. · CIK 0001354395 · 10% owner · * Possible Member of 10% Group

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Special Situations Fund, L.P.

Disclosed balance after: 0

F1 · price: The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $15.81 to $15.91, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F2 · ownership.nature: This Form 4 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, L.P. is the general partner of Deerfield Special Situations Fund, L.P. ("Deerfield Special Situations"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. (collectively with Fund IV and Deerfield Special Situations, 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.

F3 · ownership.nature: In accordance with Instruction 4 (b)(iv) to Form 4, 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.

SEC source: 0001193805-21-000999 · e620783_4-mirum.xml · nonDerivative · entry 3

Flynn James E · CIK 0001352546 · 10% owner · * Possible Member of 10% Group

Deerfield Mgmt HIF, L.P. · CIK 0001665736 · 10% owner · * Possible Member of 10% Group

Deerfield Mgmt IV, L.P. · CIK 0001713467 · 10% owner · * Possible Member of 10% Group

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · 10% owner · * Possible Member of 10% Group

Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · 10% owner · * Possible Member of 10% Group

Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · 10% owner · * Possible Member of 10% Group

Deerfield Mgmt L.P. · CIK 0001010823 · 10% owner · * Possible Member of 10% Group

Deerfield Special Situations Fund, L.P. · CIK 0001354395 · 10% owner · * Possible Member of 10% Group

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Special Situations Fund, L.P.

Disclosed balance after: 99,325

F3 · price: The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $15.84 to $15.955, inclusive.

F4 · ownership.nature: This Form 4 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, L.P. is the general partner of Deerfield Special Situations Fund, L.P. ("Deerfield Special Situations"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. (collectively with Fund IV and Deerfield Special Situations, 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.

F5 · ownership.nature: In accordance with Instruction 4 (b)(iv) to Form 4, 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.

SEC source: 0001193805-21-000999 · e620783_4-mirum.xml · nonDerivative · entry 2

Flynn James E · CIK 0001352546 · 10% owner · * Possible Member of 10% Group

Deerfield Mgmt HIF, L.P. · CIK 0001665736 · 10% owner · * Possible Member of 10% Group

Deerfield Mgmt IV, L.P. · CIK 0001713467 · 10% owner · * Possible Member of 10% Group

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · 10% owner · * Possible Member of 10% Group

Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · 10% owner · * Possible Member of 10% Group

Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · 10% owner · * Possible Member of 10% Group

Deerfield Mgmt L.P. · CIK 0001010823 · 10% owner · * Possible Member of 10% Group

Deerfield Special Situations Fund, L.P. · CIK 0001354395 · 10% owner · * Possible Member of 10% Group

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Special Situations Fund, L.P.

Disclosed balance after: 106,162

F2 · price: The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $16.185 to $16.345, inclusive.

F4 · ownership.nature: This Form 4 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, L.P. is the general partner of Deerfield Special Situations Fund, L.P. ("Deerfield Special Situations"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. (collectively with Fund IV and Deerfield Special Situations, 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.

F5 · ownership.nature: In accordance with Instruction 4 (b)(iv) to Form 4, 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.

SEC source: 0001193805-21-000999 · e620783_4-mirum.xml · nonDerivative · entry 1

Flynn James E · CIK 0001352546 · 10% owner · * Possible Member of 10% Group

Deerfield Mgmt HIF, L.P. · CIK 0001665736 · 10% owner · * Possible Member of 10% Group

Deerfield Mgmt IV, L.P. · CIK 0001713467 · 10% owner · * Possible Member of 10% Group

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · 10% owner · * Possible Member of 10% Group

Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · 10% owner · * Possible Member of 10% Group

Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · 10% owner · * Possible Member of 10% Group

Deerfield Mgmt L.P. · CIK 0001010823 · 10% owner · * Possible Member of 10% Group

Deerfield Special Situations Fund, L.P. · CIK 0001354395 · 10% owner · * Possible Member of 10% Group

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Special Situations Fund, L.P.

Disclosed balance after: 155,401

F1 · price: The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $16.85 to $17.55, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes 1 and 2 of this Form 4.

F4 · ownership.nature: This Form 4 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, L.P. is the general partner of Deerfield Special Situations Fund, L.P. ("Deerfield Special Situations"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. (collectively with Fund IV and Deerfield Special Situations, 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.

F5 · ownership.nature: In accordance with Instruction 4 (b)(iv) to Form 4, 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.

SEC source: 0001193805-21-000974 · e620772_4-larimar.xml · nonDerivative · entry 3

Flynn James E · CIK 0001352546 · Director · 10% owner · * Director by Deputization

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · Director · 10% owner · * Director by Deputization

Deerfield Mgmt III, L.P. · CIK 0001610540 · Director · 10% owner · * Director by Deputization

Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · 10% owner · * Director by Deputization

Deerfield Mgmt IV, L.P. · CIK 0001713467 · Director · 10% owner · * Director by Deputization

Deerfield Private Design Fund III, L.P. · CIK 0001603333 · Director · 10% owner · * Director by Deputization

Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · Director · 10% owner · * Director by Deputization

Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · Director · 10% owner · * Director by Deputization

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Healthcare Innovations Fund, L.P.

Disclosed balance after: 1,943,420

F1 · balance_after: The shares reported herein as being held through Deerfield Private Design Fund III, L.P. ("Fund III"), Deerfield Private Design Fund IV, L.P. ("Fund IV") and Deerfield Healthcare Innovations Fund, L.P. ("Deerfield HIF" and, collectively with Fund III and Fund IV, the "Funds") include shares that were previously reported as being held indirectly through Chondrial Therapeutics Holdings, LLC ("Chondrial"), which shares were distributed to the Funds pursuant to a pro rata distribution to the members of Chondrial.

F2 · ownership.nature: This Form 4 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 III, L.P. is the general partner of Fund III. Deerfield Mgmt IV, L.P. is the general partner of Fund IV. Deerfield Mgmt HIF, L.P. is the general partner of Deerfield HIF. 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 III, L.P., Deerfield Mgmt IV, L.P., Deerfield Mgmt HIF, L.P. and Deerfield Management Company, L.P.

F3 · ownership.nature: In accordance with Instruction 4 (b)(iv) to Form 4, 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.

SEC source: 0001193805-21-000974 · e620772_4-larimar.xml · nonDerivative · entry 2

Flynn James E · CIK 0001352546 · Director · 10% owner · * Director by Deputization

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · Director · 10% owner · * Director by Deputization

Deerfield Mgmt III, L.P. · CIK 0001610540 · Director · 10% owner · * Director by Deputization

Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · 10% owner · * Director by Deputization

Deerfield Mgmt IV, L.P. · CIK 0001713467 · Director · 10% owner · * Director by Deputization

Deerfield Private Design Fund III, L.P. · CIK 0001603333 · Director · 10% owner · * Director by Deputization

Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · Director · 10% owner · * Director by Deputization

Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · Director · 10% owner · * Director by Deputization

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Private Design Fund IV, L.P.

Disclosed balance after: 1,943,423

F1 · balance_after: The shares reported herein as being held through Deerfield Private Design Fund III, L.P. ("Fund III"), Deerfield Private Design Fund IV, L.P. ("Fund IV") and Deerfield Healthcare Innovations Fund, L.P. ("Deerfield HIF" and, collectively with Fund III and Fund IV, the "Funds") include shares that were previously reported as being held indirectly through Chondrial Therapeutics Holdings, LLC ("Chondrial"), which shares were distributed to the Funds pursuant to a pro rata distribution to the members of Chondrial.

F2 · ownership.nature: This Form 4 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 III, L.P. is the general partner of Fund III. Deerfield Mgmt IV, L.P. is the general partner of Fund IV. Deerfield Mgmt HIF, L.P. is the general partner of Deerfield HIF. 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 III, L.P., Deerfield Mgmt IV, L.P., Deerfield Mgmt HIF, L.P. and Deerfield Management Company, L.P.

F3 · ownership.nature: In accordance with Instruction 4 (b)(iv) to Form 4, 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.

SEC source: 0001193805-21-000974 · e620772_4-larimar.xml · nonDerivative · entry 1

Flynn James E · CIK 0001352546 · Director · 10% owner · * Director by Deputization

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · Director · 10% owner · * Director by Deputization

Deerfield Mgmt III, L.P. · CIK 0001610540 · Director · 10% owner · * Director by Deputization

Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · 10% owner · * Director by Deputization

Deerfield Mgmt IV, L.P. · CIK 0001713467 · Director · 10% owner · * Director by Deputization

Deerfield Private Design Fund III, L.P. · CIK 0001603333 · Director · 10% owner · * Director by Deputization

Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · Director · 10% owner · * Director by Deputization

Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · Director · 10% owner · * Director by Deputization

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Private Design Fund III, L.P.

Disclosed balance after: 1,943,406

F1 · balance_after: The shares reported herein as being held through Deerfield Private Design Fund III, L.P. ("Fund III"), Deerfield Private Design Fund IV, L.P. ("Fund IV") and Deerfield Healthcare Innovations Fund, L.P. ("Deerfield HIF" and, collectively with Fund III and Fund IV, the "Funds") include shares that were previously reported as being held indirectly through Chondrial Therapeutics Holdings, LLC ("Chondrial"), which shares were distributed to the Funds pursuant to a pro rata distribution to the members of Chondrial.

F2 · ownership.nature: This Form 4 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 III, L.P. is the general partner of Fund III. Deerfield Mgmt IV, L.P. is the general partner of Fund IV. Deerfield Mgmt HIF, L.P. is the general partner of Deerfield HIF. 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 III, L.P., Deerfield Mgmt IV, L.P., Deerfield Mgmt HIF, L.P. and Deerfield Management Company, L.P.

F3 · ownership.nature: In accordance with Instruction 4 (b)(iv) to Form 4, 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.

SEC source: 0001193805-21-000800 · e620679_4-sgs.xml · derivative · entry 8

Flynn James E · CIK 0001352546 · 10% owner · *Possible Member of 10% Group

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · 10% owner · *Possible Member of 10% Group

DEERFIELD PARTNERS, L.P. · CIK 0001301041 · 10% owner · *Possible Member of 10% Group

Deerfield Mgmt L.P. · CIK 0001010823 · 10% owner · *Possible Member of 10% Group

Deerfield Mgmt IV, L.P. · CIK 0001713467 · 10% owner · *Possible Member of 10% Group

Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · 10% owner · *Possible Member of 10% Group

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Partners, L.P.

Disclosed balance after: 0

Underlying: Common Stock · 577,148 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · derivative.exercise_price: The 6% Convertible Note due 2023 held by Deerfield Partners, L.P. ("Deerfield Partners") automatically converted into shares of the Issuer's common stock upon the closing of the Issuer's initial public offering.

F3 · price: The 6% Convertible Note due 2023 held by Deerfield Partners, L.P. ("Deerfield Partners") automatically converted into shares of the Issuer's common stock upon the closing of the Issuer's initial public offering.

F3 · derivative.exercise_date: The 6% Convertible Note due 2023 held by Deerfield Partners, L.P. ("Deerfield Partners") automatically converted into shares of the Issuer's common stock upon the closing of the Issuer's initial public offering.

F3 · derivative.expiration_date: The 6% Convertible Note due 2023 held by Deerfield Partners, L.P. ("Deerfield Partners") automatically converted into shares of the Issuer's common stock upon the closing of the Issuer's initial public offering.

F6 · ownership.nature: This Form 4 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 Fund IV. Deerfield Mgmt, L.P. is the general partner of Deerfield Partners (collectively with Fund IV, the "Funds"). Deerfield Management 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, L.P. and Deerfield Management.

F7 · ownership.nature: In accordance with Instruction 4 (b)(iv) to Form 4, 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.

SEC source: 0001193805-21-000800 · e620679_4-sgs.xml · derivative · entry 7

Flynn James E · CIK 0001352546 · 10% owner · *Possible Member of 10% Group

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · 10% owner · *Possible Member of 10% Group

DEERFIELD PARTNERS, L.P. · CIK 0001301041 · 10% owner · *Possible Member of 10% Group

Deerfield Mgmt L.P. · CIK 0001010823 · 10% owner · *Possible Member of 10% Group

Deerfield Mgmt IV, L.P. · CIK 0001713467 · 10% owner · *Possible Member of 10% Group

Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · 10% owner · *Possible Member of 10% Group

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Private Design Fund IV, L.P.

Disclosed balance after: 0

Underlying: Common Stock · 577,148 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_price: The 6% Convertible Note due 2023 held by Deerfield Private Design Fund IV, L.P. ("Fund IV") automatically converted into shares of the Issuer's common stock upon the closing of the Issuer's initial public offering.

F2 · price: The 6% Convertible Note due 2023 held by Deerfield Private Design Fund IV, L.P. ("Fund IV") automatically converted into shares of the Issuer's common stock upon the closing of the Issuer's initial public offering.

F2 · derivative.exercise_date: The 6% Convertible Note due 2023 held by Deerfield Private Design Fund IV, L.P. ("Fund IV") automatically converted into shares of the Issuer's common stock upon the closing of the Issuer's initial public offering.

F2 · derivative.expiration_date: The 6% Convertible Note due 2023 held by Deerfield Private Design Fund IV, L.P. ("Fund IV") automatically converted into shares of the Issuer's common stock upon the closing of the Issuer's initial public offering.

F6 · ownership.nature: This Form 4 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 Fund IV. Deerfield Mgmt, L.P. is the general partner of Deerfield Partners (collectively with Fund IV, the "Funds"). Deerfield Management 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, L.P. and Deerfield Management.

F7 · ownership.nature: In accordance with Instruction 4 (b)(iv) to Form 4, 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.

SEC source: 0001193805-21-000800 · e620679_4-sgs.xml · derivative · entry 6

Flynn James E · CIK 0001352546 · 10% owner · *Possible Member of 10% Group

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · 10% owner · *Possible Member of 10% Group

DEERFIELD PARTNERS, L.P. · CIK 0001301041 · 10% owner · *Possible Member of 10% Group

Deerfield Mgmt L.P. · CIK 0001010823 · 10% owner · *Possible Member of 10% Group

Deerfield Mgmt IV, L.P. · CIK 0001713467 · 10% owner · *Possible Member of 10% Group

Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · 10% owner · *Possible Member of 10% Group

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Private Design Fund IV, L.P.

Disclosed balance after: 0

Underlying: Common Stock · 6,457,723 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Each share of Series B Preferred Stock automatically converted into one share of the Issuer's common stock upon the closing of the Issuer's initial public offering.

F1 · price: Each share of Series B Preferred Stock automatically converted into one share of the Issuer's common stock upon the closing of the Issuer's initial public offering.

F1 · derivative.exercise_date: Each share of Series B Preferred Stock automatically converted into one share of the Issuer's common stock upon the closing of the Issuer's initial public offering.

F1 · derivative.expiration_date: Each share of Series B Preferred Stock automatically converted into one share of the Issuer's common stock upon the closing of the Issuer's initial public offering.

F6 · ownership.nature: This Form 4 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 Fund IV. Deerfield Mgmt, L.P. is the general partner of Deerfield Partners (collectively with Fund IV, the "Funds"). Deerfield Management 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, L.P. and Deerfield Management.

F7 · ownership.nature: In accordance with Instruction 4 (b)(iv) to Form 4, 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.

SEC source: 0001193805-21-000800 · e620679_4-sgs.xml · nonDerivative · entry 5

Flynn James E · CIK 0001352546 · 10% owner · *Possible Member of 10% Group

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · 10% owner · *Possible Member of 10% Group

DEERFIELD PARTNERS, L.P. · CIK 0001301041 · 10% owner · *Possible Member of 10% Group

Deerfield Mgmt L.P. · CIK 0001010823 · 10% owner · *Possible Member of 10% Group

Deerfield Mgmt IV, L.P. · CIK 0001713467 · 10% owner · *Possible Member of 10% Group

Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · 10% owner · *Possible Member of 10% Group

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Partners, L.P.

Disclosed balance after: 1,627,148

F6 · ownership.nature: This Form 4 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 Fund IV. Deerfield Mgmt, L.P. is the general partner of Deerfield Partners (collectively with Fund IV, the "Funds"). Deerfield Management 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, L.P. and Deerfield Management.

F7 · ownership.nature: In accordance with Instruction 4 (b)(iv) to Form 4, 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.

SEC source: 0001193805-21-000800 · e620679_4-sgs.xml · nonDerivative · entry 4

Flynn James E · CIK 0001352546 · 10% owner · *Possible Member of 10% Group

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · 10% owner · *Possible Member of 10% Group

DEERFIELD PARTNERS, L.P. · CIK 0001301041 · 10% owner · *Possible Member of 10% Group

Deerfield Mgmt L.P. · CIK 0001010823 · 10% owner · *Possible Member of 10% Group

Deerfield Mgmt IV, L.P. · CIK 0001713467 · 10% owner · *Possible Member of 10% Group

Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · 10% owner · *Possible Member of 10% Group

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Private Design Fund IV, L.P.

Disclosed balance after: 7,484,871

F6 · ownership.nature: This Form 4 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 Fund IV. Deerfield Mgmt, L.P. is the general partner of Deerfield Partners (collectively with Fund IV, the "Funds"). Deerfield Management 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, L.P. and Deerfield Management.

F7 · ownership.nature: In accordance with Instruction 4 (b)(iv) to Form 4, 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.

SEC source: 0001193805-21-000800 · e620679_4-sgs.xml · nonDerivative · entry 3

Flynn James E · CIK 0001352546 · 10% owner · *Possible Member of 10% Group

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · 10% owner · *Possible Member of 10% Group

DEERFIELD PARTNERS, L.P. · CIK 0001301041 · 10% owner · *Possible Member of 10% Group

Deerfield Mgmt L.P. · CIK 0001010823 · 10% owner · *Possible Member of 10% Group

Deerfield Mgmt IV, L.P. · CIK 0001713467 · 10% owner · *Possible Member of 10% Group

Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · 10% owner · *Possible Member of 10% Group

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Partners, L.P.

Disclosed balance after: 577,148

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · price: The 6% Convertible Note due 2023 held by Deerfield Partners, L.P. ("Deerfield Partners") automatically converted into shares of the Issuer's common stock upon the closing of the Issuer's initial public offering.

F6 · ownership.nature: This Form 4 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 Fund IV. Deerfield Mgmt, L.P. is the general partner of Deerfield Partners (collectively with Fund IV, the "Funds"). Deerfield Management 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, L.P. and Deerfield Management.

F7 · ownership.nature: In accordance with Instruction 4 (b)(iv) to Form 4, 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.

SEC source: 0001193805-21-000800 · e620679_4-sgs.xml · nonDerivative · entry 2

Flynn James E · CIK 0001352546 · 10% owner · *Possible Member of 10% Group

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · 10% owner · *Possible Member of 10% Group

DEERFIELD PARTNERS, L.P. · CIK 0001301041 · 10% owner · *Possible Member of 10% Group

Deerfield Mgmt L.P. · CIK 0001010823 · 10% owner · *Possible Member of 10% Group

Deerfield Mgmt IV, L.P. · CIK 0001713467 · 10% owner · *Possible Member of 10% Group

Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · 10% owner · *Possible Member of 10% Group

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Private Design Fund IV, L.P.

Disclosed balance after: 7,034,871

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · price: The 6% Convertible Note due 2023 held by Deerfield Private Design Fund IV, L.P. ("Fund IV") automatically converted into shares of the Issuer's common stock upon the closing of the Issuer's initial public offering.

F6 · ownership.nature: This Form 4 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 Fund IV. Deerfield Mgmt, L.P. is the general partner of Deerfield Partners (collectively with Fund IV, the "Funds"). Deerfield Management 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, L.P. and Deerfield Management.

F7 · ownership.nature: In accordance with Instruction 4 (b)(iv) to Form 4, 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.

SEC source: 0001193805-21-000800 · e620679_4-sgs.xml · nonDerivative · entry 1

Flynn James E · CIK 0001352546 · 10% owner · *Possible Member of 10% Group

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · 10% owner · *Possible Member of 10% Group

DEERFIELD PARTNERS, L.P. · CIK 0001301041 · 10% owner · *Possible Member of 10% Group

Deerfield Mgmt L.P. · CIK 0001010823 · 10% owner · *Possible Member of 10% Group

Deerfield Mgmt IV, L.P. · CIK 0001713467 · 10% owner · *Possible Member of 10% Group

Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · 10% owner · *Possible Member of 10% Group

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Private Design Fund IV, L.P.

Disclosed balance after: 6,457,723

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Each share of Series B Preferred Stock automatically converted into one share of the Issuer's common stock upon the closing of the Issuer's initial public offering.

F6 · ownership.nature: This Form 4 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 Fund IV. Deerfield Mgmt, L.P. is the general partner of Deerfield Partners (collectively with Fund IV, the "Funds"). Deerfield Management 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, L.P. and Deerfield Management.

F7 · ownership.nature: In accordance with Instruction 4 (b)(iv) to Form 4, 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.

SEC source: 0001193805-21-000435 · e620431_4-et.xml · derivative · entry 7

Flynn James E · CIK 0001352546 · 10% owner · Possible Member of 10% Group

Deerfield Mgmt IV, L.P. · CIK 0001713467 · 10% owner · Possible Member of 10% Group

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · 10% owner · Possible Member of 10% Group

Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · 10% owner · Possible Member of 10% Group

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Private Design Fund IV, L.P.

Disclosed balance after: 0

Underlying: Common Stock · 433,551 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F5 · derivative.exercise_price: Each share of Series C Preferred Stock automatically converted into one share of the Issuer's common stock upon the closing of the Issuer's initial public offering. The number of shares reported herein gives effect to the 1-for-1.8932 reverse split of the Issuer's common stock effected by the Issuer on March 19, 2021 in connection with its initial public offering.

F1 · price: Each share of Series B-1 Preferred Stock automatically converted into one share of the Issuer's common stock upon the closing of the Issuer's initial public offering. The number of shares reported herein gives effect to the 1-for-1.8932 reverse split of the Issuer's common stock effected by the Issuer on March 19, 2021 in connection with its initial public offering.

F1 · derivative.exercise_date: Each share of Series B-1 Preferred Stock automatically converted into one share of the Issuer's common stock upon the closing of the Issuer's initial public offering. The number of shares reported herein gives effect to the 1-for-1.8932 reverse split of the Issuer's common stock effected by the Issuer on March 19, 2021 in connection with its initial public offering.

F1 · derivative.expiration_date: Each share of Series B-1 Preferred Stock automatically converted into one share of the Issuer's common stock upon the closing of the Issuer's initial public offering. The number of shares reported herein gives effect to the 1-for-1.8932 reverse split of the Issuer's common stock effected by the Issuer on March 19, 2021 in connection with its initial public offering.

F2 · ownership.nature: This Form 4 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. (the "Fund"). Deerfield Management Company, L.P. is the investment manager of the Fund. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt IV, L.P. and Deerfield Management Company, L.P.

F3 · ownership.nature: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Fund 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.

SEC source: 0001193805-21-000435 · e620431_4-et.xml · derivative · entry 6

Flynn James E · CIK 0001352546 · 10% owner · Possible Member of 10% Group

Deerfield Mgmt IV, L.P. · CIK 0001713467 · 10% owner · Possible Member of 10% Group

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · 10% owner · Possible Member of 10% Group

Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · 10% owner · Possible Member of 10% Group

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Private Design Fund IV, L.P.

Disclosed balance after: 0

Underlying: Common Stock · 1,301,626 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F4 · derivative.exercise_price: Each share of Series B-2 Preferred Stock automatically converted into one share of the Issuer's common stock upon the closing of the Issuer's initial public offering. The number of shares reported herein gives effect to the 1-for-1.8932 reverse split of the Issuer's common stock effected by the Issuer on March 19, 2021 in connection with its initial public offering.

F1 · price: Each share of Series B-1 Preferred Stock automatically converted into one share of the Issuer's common stock upon the closing of the Issuer's initial public offering. The number of shares reported herein gives effect to the 1-for-1.8932 reverse split of the Issuer's common stock effected by the Issuer on March 19, 2021 in connection with its initial public offering.

F1 · derivative.exercise_date: Each share of Series B-1 Preferred Stock automatically converted into one share of the Issuer's common stock upon the closing of the Issuer's initial public offering. The number of shares reported herein gives effect to the 1-for-1.8932 reverse split of the Issuer's common stock effected by the Issuer on March 19, 2021 in connection with its initial public offering.

F1 · derivative.expiration_date: Each share of Series B-1 Preferred Stock automatically converted into one share of the Issuer's common stock upon the closing of the Issuer's initial public offering. The number of shares reported herein gives effect to the 1-for-1.8932 reverse split of the Issuer's common stock effected by the Issuer on March 19, 2021 in connection with its initial public offering.

F2 · ownership.nature: This Form 4 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. (the "Fund"). Deerfield Management Company, L.P. is the investment manager of the Fund. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt IV, L.P. and Deerfield Management Company, L.P.

F3 · ownership.nature: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Fund 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.