SC 13D/A

Number of

shares

beneficially

owned by

each

reporting

person

with:

Sole voting power

0 shares of Class A Common Stock

Shared voting power

2,400,630 shares of Class A Common Stock

Sole dispositive power

0 shares of Class A Common Stock

Shared dispositive power

2,400,630 shares of Class A Common Stock

SC 13D/A 1 d524860dsc13da.htm SC 13D/A SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13D

(Rule 13d-101)

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(a) and Amendments Thereto Filed

Pursuant to § 240.13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Nuvalent, Inc.

(Name of Issuer)

Class A Common Stock, $0.0001

par value per share

(Title of Class of Securities)

670703107

(CUSIP Number)

Bain Capital Life Sciences Investors, LLC

200 Clarendon Street

Boston, MA 02116

617-516-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 19, 2023

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 670703107		13D		Page 2 of 7


1		Names of reporting persons Bain Capital Life Sciences Fund II, L.P.
2		Check the appropriate box if a member of a group (a) ☐ (b) ☐
3		SEC use only
4		Source of funds WC
5		Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ☐
6		Citizenship or place of organization Cayman Islands


CUSIP No. 670703107		13D		Page 3 of 7


1		Names of reporting persons BCIP Life Sciences Associates, LP
2		Check the appropriate box if a member of a group (a) ☐ (b) ☐
3		SEC use only
4		Source of funds WC
5		Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ☐
6		Citizenship or place of organization Delaware


CUSIP No. 670703107		13D		Page 4 of 7


1		Names of reporting persons BCLS II Investco, LP
2		Check the appropriate box if a member of a group (a) ☐ (b) ☐
3		SEC use only
4		Source of funds WC
5		Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ☐
6		Citizenship or place of organization Delaware


CUSIP No. 670703107		13D		Page 5 of 7

This Amendment No. 2 to Schedule 13D relates to the Class A Common Stock of Nuvalent, Inc. and amends the initial statement on Schedule 13D filed by the Reporting Persons on August 4, 2021, as amended by Amendment No. 1 filed on November 3, 2022 (the “Initial Statement” and, as further amended by this Amendment No. 2, the “Schedule 13D”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Initial Statement.

On October 19, 2023, the Issuer completed an underwritten public offering of shares of its Class A Common Stock (the “October 2023 Offering”). As a result of the October 2023 Offering, the Issuer’s total number of outstanding shares of Class A Common Stock increased to 56,946,683 and the percentage of outstanding shares of Class A Common Stock that the Reporting Persons may be deemed to collectively beneficially own was reduced by one percent.

Item 5.

Interest in Securities of the Issuer

Item 5 of the Initial Statement is hereby amended and restated as follows:

The information set forth in Items 2 and 3 and on the cover pages of this Schedule 13D is incorporated by reference in its entirety into this Item 5.

(a) – (c) As of the date hereof, (i) Bain Capital Life Sciences Fund II, L.P. holds 2,400,630 shares of Class A Common Stock, representing approximately 4.2% of the outstanding shares of Class A Common Stock, (ii) BCIP Life Sciences Associates, LP holds 292,384 shares of Class A Common Stock, representing approximately 0.5% of the outstanding shares of Class A Common Stock and (iii) BCLS II Investco, LP holds 884,253 shares of Class A Common Stock, representing approximately 1.6% of the outstanding shares of Class A Common Stock.

As a result of the foregoing and the relationships described in Item 2(a) of this Schedule 13D, the Reporting Persons may be deemed to collectively beneficially own an aggregate of 3,577,267 shares of Class A Common Stock, representing approximately 6.2% of the outstanding shares of Class A Common Stock.

The percentage of the outstanding shares of Class A Common Stock beneficially owned by the Reporting Persons is based on (i) 51,589,540 shares of Class A Common Stock issued and outstanding as of July 31, 2023, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 and (ii) 5,357,143 shares of Class A Common Stock issued in the October 2023 Offering.

(d) Except as otherwise described in this Item 5, no one other than the Reporting Persons has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, any of the shares of Class A Common Stock beneficially owned by the Reporting Persons as described in this Item 5.

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Initial Statement is hereby amended and supplemented to add the following:

October 2023 Lock-Up Agreement

In connection with the October 2023 Offering, the Reporting Persons entered into a lock-up agreement (the “October 2023 Lock-Up Agreement”) with the representatives of the several underwriters of the October 2023 Offering, pursuant to which they each agreed, subject to certain exceptions, not to sell or offer to sell any shares of Class A Common Stock or securities convertible into or exercisable or exchangeable for, shares of Class A Common Stock for a period of 45 days after the date of the prospectus relating to the October 2023 Offering without the prior written consent of each of the representatives.

The foregoing summary of the October 2023 Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the October 2023 Lock-Up Agreement, which is filed as an exhibit hereto and incorporated by reference herein.


CUSIP No. 670703107		13D		Page 6 of 7

Item 7.

Material to be filed as Exhibits

Item 7 of the Initial Statement is hereby amended and supplemented to add the following:


Exhibit A		Form of October 2023 Lock-Up Agreement (incorporated by reference from Exhibit A to Exhibit 1.1 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 17, 2023 (File No. 001-40671))


CUSIP No. 670703107		13D		Page 7 of 7

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.


Dated: October 20, 2023	Bain Capital Life Sciences Fund II, L.P.

	By: Bain Capital Life Sciences Investors II, LLC, its general partner

	By: Bain Capital Life Sciences Investors, LLC,
	its manager

	By:	/s/ Andrew Hack
	Name: Andrew Hack
	Title: Partner

	BCIP Life Sciences Associates, LP

	By: Boylston Coinvestors, LLC,
	its general partner

	By:	/s/ Andrew Hack
	Name: Andrew Hack
	Title: Authorized Signatory

	BCLS II Investco, LP

	By: BCLS II Investco (GP), LLC,
	its general partner

	By: Bain Capital Life Sciences Fund II, L.P.,
	its managing member

	By: Bain Capital Life Sciences Investors II, LLC,
	its general partner

	By: Bain Capital Life Sciences Investors, LLC,
	its manager

	By:	/s/ Andrew Hack
	Name: Andrew Hack
	Title: Partner

SEC Form SC 13D/A filed by Nuvalent Inc. (Amendment)