SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Qiming U.S. Healthcare Fund II, L.P.

(Last) (First) (Middle)
11100 NE 8TH ST
SUITE 200

(Street)
BELLEVUE WA 98004

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Elevation Oncology, Inc. [ ELEV ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/29/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 06/29/2021 C 1,656,577 A $0.00(1) 1,656,577 D(2)
Common Stock 06/29/2021 C 401,065 A $0.00(1) 2,057,642 D(2)
Common Stock 06/29/2021 P 312,500 A $16 2,370,142 D(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock (1) 06/29/2021 C 7,000,000 (1) (1) Common Stock 1,656,577 $0.00 0 D(2)
Series B Preferred Stock (1) 06/29/2021 C 1,694,730 (1) (1) Common Stock 401,065 $0.00 0 D(2)
1. Name and Address of Reporting Person*
Qiming U.S. Healthcare Fund II, L.P.

(Last) (First) (Middle)
11100 NE 8TH ST
SUITE 200

(Street)
BELLEVUE WA 98004

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Qiming U.S. Healthcare GP II, LLC

(Last) (First) (Middle)
11100 NE 8TH ST
SUITE 200

(Street)
BELLEVUE WA 98004

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The Shares of the Issuer's Preferred Stock automatically converted on a 4.225582-for-one basis into the number of shares of the Issuer's Common Stock in shown in column 7 immediately upon the closing of the Issuer's initial public offering, and had no expiration date.
2. The securities are directly held by Qiming U.S. Healthcare Fund II, L.P. ("Qiming"). Qiming U.S. Healthcare GP II, LLC ("Qiming GP") is the General Partner of Qiming, and may deem beneficial ownership of shares held by Qiming, and includes Gary Rieschel, as Managing Member of Qiming GP, and Mark McDade, Co-Founder, and Partner of Qiming, that each may share voting and investment power of the shares held by Qiming.
Remarks:
Qiming U.S. Healthcare Fund II, L.P., by Qiming U.S. Healthcare GP II, LLC, its General Partner 07/01/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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