Somu Subramaniam - Oct 20, 2021 Form 3 Insider Report for Ventyx Biosciences, Inc. (VTYX)

Role
Director, 10%+ Owner
Signature
/s/ Christopher Krueger, as Attorney-in-Fact
Stock symbol
VTYX
Transactions as of
Oct 20, 2021
Transactions value $
$0
Form type
3
Date filed
10/20/2021, 06:42 PM
Next filing
Oct 25, 2021

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding VTYX Series A Preferred Stock Oct 20, 2021 Common Stock 219K See footnote F1, F2, F4, F5
holding VTYX Series A-1 Preferred Stock Oct 20, 2021 Common Stock 16.7M See footnote F1, F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 All shares of the preferred stock, par value $0.0001 per share, of the Issuer will automatically be converted on a one-for-one basis to shares of the Issuer's common stock, par value $0.0001 per share ("Common Stock") prior to the closing of the Issuer's initial public offering of its Common Stock.
F2 Consists of (i) 191,901 shares held by NSV Investments I, LP and (ii) 27,414 shares held by NSV Growth Opportunities Fund, LP.
F3 Consists of (i) 5,681,324 shares held by NSV Investments I, LP, (ii) 2,295,172 shares held by NSV Master Limited Partnership II, LP, (iii) 2,023,609 shares held by NSV 2019 Opportunities Fund, LP, (iv) 1,761,227 shares held by NSV 2018 New Horizons Fund, LP, (v) 1,323,264 shares held by Life & Tech, (vi) 1,179,921 shares held by NSV Investments III, LP, (vii) 998,099 shares held by NSV Investments II, LP, (viii) 434,423 shares held by New Science Ventures, LLC, (ix) 245,120 shares held by NSV Growth Opportunities Fund, LP, (x) 214,296 shares held by New Science Ventures Fund III, LP, (xi) 188,349 shares held by NSV 2017 Opportunities Fund, LP, (xii) 131,339 shares held by NSV 2018 Opportunities Fund, LP, (xiii) 101,582 shares held by NSV 2016 Opportunities Fund, LP, (xiv) 67,554 shares held by New Science Ventures Fund III (Offshore), LP, and (xv) 27,934 shares held by NSV 2016 Opportunities Fund (Offshore), LP, collectively the NSV funds.
F4 NSV Partners III, LP, is the general partner of NSV 2018 New Horizons Fund LP, NSV Investments I, LP, NSV 2018 Opportunities Fund, LP, NSV 2019 Opportunities Fund, LP, NSV Growth Opportunities Fund, LP, NSV Investments III, LP, and NSV Investments II, LP. NSV Partners II, LLC, is the general partner of New Science Ventures Fund III, LP, New Science Ventures Fund III (Offshore), LP, NSV 2016 Opportunities Fund, LP, NSV 2016 Opportunities Fund (Offshore), LP, NSV 2017 Opportunities Fund, LP, and NSV Master Limited Partnership II, LP.
F5 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 held by each entity of which NSV Partners III, LP is general partner. The Reporting Person disclaims beneficial ownership over the shares held by each of the NSV funds, except to the extent of his pecuniary interest therein. 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 held by each entity of which NSV Partners II, LLC is general partner.

Remarks:

Exhibit 24 - Power of Attorney