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Filing Details

Accession Number:: 0000950170-23-033575
Form Type:: 4/A
Zero Holdings:: No
Publication Time:: 2023-07-19 19:07:55
Reporting Period:: 2023-07-07

Accepted Time:: 2023-07-19 19:07:55
Original Submission Date:: 2023-07-11
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1851194	Ventyx Biosciences Inc.	VTYX	()	4/A

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1508910	Somu Subramaniam	C/O Ventyx Biosciences, Inc. Encinitas Blvd, Suite 250 Encinitas CA 92024		No	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2023-07-07	75,686	$34.99	9,577,279	No	4	S	Indirect	See Footnotes
Common Stock	Disposition	2023-07-07	20,718	$35.82	9,556,561	No	4	S	Indirect	See Footnotes
Common Stock	Disposition	2023-07-07	3,596	$36.93	9,552,965	No	4	S	Indirect	See Footnotes
Common Stock	Disposition	2023-07-07	964,178	$0.00	8,588,787	No	4	J	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	J	Indirect	See Footnotes

Footnotes

On July 11, 2023, the reporting person filed a Form 4 which omitted a statement disclosing that the sales reported in the original Form 4 were effected pursuant to a Rule 10b5-1 trading plan. The original Form 4 also misreported the number of shares distributed by certain of the NSV Distributing Funds (as defined below), with the correct amounts set forth below. The original Form 4 also omitted the receipt of certain shares by NSV Partners III, L.P. and NSV Partners II, LLC, with the correct amounts set forth below.
The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by NSV Partners III, L.P. on February 24, 2023.
Represents the weighted average share price of an aggregate total of 75,686 shares sold in the price range of $34.52 to $35.515. The reporting owner undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
NSV Partners III, L.P. is the general partner of NSV 2018 New Horizons Fund, L.P., NSV Investments I, L.P., NSV 2018 Opportunities Fund, L.P., NSV 2019 Opportunities Fund, L.P., NSV Growth Opportunities Fund, L.P., NSV Investments III, L.P., and NSV Investments II, L.P. (collectively, the "NSV Partners III Funds").
NSV Partners II, LLC is the general partner of New Science Ventures Fund III, L.P., New Science Ventures Fund III (Offshore), L.P., NSV 2016 Opportunities Fund, L.P., NSV 2016 Opportunities Fund (Offshore), L.P., NSV 2017 Opportunities Fund, L.P., and NSV Master Limited Partnership II, L.P. (collectively, the "NSV Partners II Funds").
The reporting person is the majority member and managing member of NSV Partners III GP, LLC, and may be deemed to have voting and dispositive power over the shares owned by each entity of which NSV Partners III, L.P. is general partner. The reporting person is the majority member and managing member NSV Partners II, LLC, and may be deemed to have voting and dispositive power over the shares owned by each entity of which NSV Partners II, LLC is general partner. The reporting person is the majority member and managing member of NSV Management, LLC, and may be deemed to share voting and dispositive power over the shares owned by Life & Tech, for which NSV Management, LLC is the investment advisor. The reporting person is the majority member and managing member of New Science Ventures, LLC.
(Continued from Footnote 6) The reporting person disclaims beneficial ownership over the shares owned by each of the NSV Funds, the NSV Distributing Funds (each as defined below) and Life & Tech, except to the extent of his pecuniary interest therein. The reporting person is a director of the issuer and files separate reports under Section 16 of the Securities Exchange Act of 1934, as amended.
Represents the weighted average share price of an aggregate total of 20,718 shares sold in the price range of $35.52 to $36.465. The reporting owner undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
Represents the weighted average share price of an aggregate total of 3,596 shares sold in the price range of $36.525 to $37.22. The reporting owner undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
Consists of: (i) 5,286,971 shares owned by NSV Investments I, L.P., (ii) 1,037,831 shares owned by NSV Investments III, L.P., (iii) 374,756 shares owned by NSV Master Limited Partnership II, L.P., (iv) 248,532 shares owned by NSV 2019 Opportunities Fund, L.P., (v) 212,001 shares owned by NSV 2018 New Horizons Fund, L.P., (vi) 330,816 shares owned by Life & Tech, (vii) 434,423 shares owned by New Science Ventures, LLC, (viii) 867,609 shares owned by NSV Partners III, L.P., (ix) 279,748 shares owned by NSV Investments II, L.P., (x) 296,359 shares owned by NSV Partners II, LLC, (xi) 53,466 shares owned by NSV Growth Opportunities Fund, L.P., (xii) 38,240 shares owned by New Science Ventures Fund III, L.P.,
(Continued from Footnote 10) (xiii) 33,610 shares owned by NSV 2017 Opportunities Fund, L.P., (xiv) 23,436 shares owned by NSV 2018 Opportunities Fund, L.P., (xv) 18,126 shares owned by NSV 2016 Opportunities Fund, L.P., (xvi) 12,056 shares owned by New Science Ventures Fund III (Offshore), L.P., and (xvii) 4,985 shares owned by NSV 2016 Opportunities Fund (Offshore), L.P.
The NSV Distributing Funds (as defined below) distributed shares to their limited partners on a pro rata basis, for no consideration and Life & Tech transferred shares to its members, for no consideration.
The share distribution total consists of (i) 12,056 shares owned by New Science Ventures Fund III (Offshore), L.P., (ii) 38,240 shares owned by New Science Ventures Fund III, L.P., (iii) 4,985 shares owned by NSV 2016 Opportunities Fund (Offshore), L.P., (iv) 18,126 shares owned by NSV 2016 Opportunities Fund, L.P., (v) 33,610 shares owned by NSV 2017 Opportunities Fund, L.P., (vi) 23,436 shares owned by NSV 2018 Opportunities Fund, L.P., (vii) 53,466 shares owned by NSV Growth Opportunities Fund, L.P., (viii) 374,756 shares owned by NSV Master Limited Partnership II, L.P., (ix) 212,001 shares owned by NSV 2018 New Horizons Fund, L.P., (x) 248,532 shares owned by NSV 2019 Opportunities Fund, L.P. (collectively, the "NSV Distributing Funds"),
(Continued from Footnote 13) and (xi) 330,816 shares owned by Life & Tech. As a result of the distribution, none of New Science Ventures Fund III, L.P., New Science Ventures Fund III (Offshore), L.P., NSV 2016 Opportunities Fund, L.P., NSV 2016 Opportunities Fund (Offshore), L.P., NSV 2017 Opportunities Fund, L.P., NSV 2018 Opportunities Fund, L.P., NSV 2018 New Horizons Fund, L.P., NSV 2019 Opportunities Fund, L.P., NSV Growth Opportunities Fund, L.P., NSV Master Limited Partnership II, L.P., or Life & Tech own any shares of the issuer's common stock.
NSV Partners III, L.P. received an aggregate of 663,149 shares from the NSV Partners III Funds, and from Life & Tech pursuant to that certain Amended and Restated Investment Management Agreement by and between Life & Tech, NSV Partners III, L.P., and NSV Management LLC.
NSV Partners II, LLC received an aggregate of 112,161 shares from the NSV Partners II Funds.
The shares beneficially owned by the reporting person consist of: (i) 5,004,071 shares owned by NSV Investments I, L.P., (ii) 978,835 shares owned by NSV Investments III, L.P., (iii) 1,530,758 shares owned by NSV Partners III, L.P., (iv) 434,423 shares owned by New Science Ventures, LLC, (v) 408,250 shares owned by NSV Partners II, LLC, and (vi) 232,180 shares owned by NSV Investments II, L.P. (collectively, the "NSV Funds"). The NSV Funds disclaim beneficial ownership over the shares owned by them, except to the extent of their pecuniary interest therein.