FORM 4
☒ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

EcoR1 Panacea Holdings II, LLC		 2. Issuer Name and Ticker or Trading Symbol

Panacea Acquisition Corp. II [ PANA ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O PANACEA ACQUISITION CORP. II, 357 TEHAMA STREET, FLOOR 3		 3. Date of Earliest Transaction (MM/DD/YYYY)

4/28/2023
(Street)

SAN FRANCISCO, CA 94103		 4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person
(City)        (State)        (Zip)
Rule 10b5-1(c) Transaction Indication
☐ Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Class A ordinary shares 4/28/2023  D(1)  545000 D (1)0 D (2) 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
(1) On April 10, 2023, Panacea Acquisition Corp. II (the "Company") announced that it did not consummate an initial business combination by April 9, 2023, the deadline under its Amended and Restated Memorandum and Articles of Association. In connection with the winding up of the Company, the Class A ordinary shares, par value $0.0001 per share, held by the Reporting Persons were surrendered for no consideration on April 28, 2023.
(2) The reporting owner, EcoR1 Panacea Holdings II, LLC (the "Sponsor"), in whose name the securities reported herein were held, is managed by its managing members, EcoR1 Capital Fund, L.P., EcoR1 Capital Fund Qualified, L.P. and EcoR1 Venture Opportunity Fund, L.P. The general partner of EcoR1 Capital Fund, L.P. and EcoR1 Capital Fund Qualified, L.P. is EcoR1 Capital, LLC and the general partner of EcoR1 Venture Opportunity Fund, L.P. is Biotech Opportunity GP, LLC (together with EcoR1 Capital, LLC, the "General Partners"). Oleg Nodelman is the manager of each of the General Partners. Each of the Reporting Persons may have been deemed to be a beneficial owner of the shares held by the Sponsor but each (other than the Sponsor) disclaims beneficial ownership of any such shares except to the extent of its respective pecuniary interest therein.

Remarks:
Oleg Nodelman, the manager of each of the General Partners, serves on the board of directors of the Company. For the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of the Reporting Persons (other than Mr. Nodelman) may be deemed a director by deputization with respect to the Company on the basis of Mr. Nodelman's service on the Company's board of directors.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
EcoR1 Panacea Holdings II, LLC
C/O PANACEA ACQUISITION CORP. II
357 TEHAMA STREET, FLOOR 3
SAN FRANCISCO, CA 94103		XX

EcoR1 Capital Fund, L.P.
C/O PANACEA ACQUISITION CORP. II
357 TEHAMA STREET, FLOOR 3
SAN FRANCISCO, CA 94103		XX

EcoR1 Capital Fund Qualified, L.P.
C/O PANACEA ACQUISITION CORP. II
357 TEHAMA STREET, FLOOR 3
SAN FRANCISCO, CA 94103		XX

EcoR1 Venture Opportunity Fund, LP
C/O PANACEA ACQUISITION CORP. II
357 TEHAMA STREET, FLOOR 3
SAN FRANCISCO, CA 94103		XX

EcoR1 Capital, LLC
C/O PANACEA ACQUISITION CORP. II
357 TEHAMA STREET, FLOOR 3
SAN FRANCISCO, CA 94103		XX

Biotech Opportunity GP, LLC
C/O PANACEA ACQUISITION CORP. II
357 TEHAMA STREET, FLOOR 3
SAN FRANCISCO, CA 94103		XX

NODELMAN OLEG
C/O PANACEA ACQUISITION CORP. II
357 TEHAMA STREET, FLOOR 3
SAN FRANCISCO, CA 94103		XX
Signatures
EcoR1 Panacea Holdings II, LLC, By: /s/ Oleg Nodelman, Chief Executive Officer5/2/2023
**Signature of Reporting PersonDate

EcoR1 Capital Fund, L.P., By: /s/ Oleg Nodelman, Manager of EcoR1 Capital, LLC, its general partner5/2/2023
**Signature of Reporting PersonDate

EcoR1 Capital Fund Qualified, L.P., By: /s/ Oleg Nodelman, Manager of EcoR1 Capital, LLC, its general partner5/2/2023
**Signature of Reporting PersonDate

EcoR1 Venture Opportunity Fund, L.P., By: /s/ Oleg Nodelman, Manager of Biotech Opportunity GP, LLC, its general partner5/2/2023
**Signature of Reporting PersonDate

EcoR1 Capital, LLC, By: /s/ Oleg Nodelman, Manager5/2/2023
**Signature of Reporting PersonDate

Biotech Opportunity GP, LLC, By: /s/ Oleg Nodelman, Manager5/2/2023
**Signature of Reporting PersonDate

/s/ Oleg Nodelman5/2/2023
**Signature of Reporting PersonDate
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).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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