Somu Subramaniam - Oct 25, 2021 Form 4 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 25, 2021
Transactions value $: $0
Form type: 4
Date filed: 10/25/2021, 06:45 PM
Previous filing: Oct 20, 2021
Next filing: Apr 26, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VTYX	Common Stock	Conversion of derivative security	$0	+16.9M		$0.00	16.9M	Oct 25, 2021	See footnote	F1, F2, F3, F4

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
transaction	VTYX	Series A Preferred Stock	Conversion of derivative security	$0	-219K	-100%	$0.00^*	0	Oct 25, 2021	Common Stock	219K		See footnote	F1, F3, F4, F5
transaction	VTYX	Series A-1 Preferred Stock	Conversion of derivative security	$0	-16.7M	-100%	$0.00^*	0	Oct 25, 2021	Common Stock	16.7M		See footnote	F1, F3, F4, F6

* 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 automatically converted on a one-for-one basis to shares of the Issuer's common stock, par value $0.0001 per share ("Common Stock") immediately prior to the closing of the Issuer's initial public offering of its Common Stock.
F2	Consists of (i) 5,873,225 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) 272,534 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.
F3	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.
F4	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.
F5	Consists of (i) 191,901 shares held by NSV Investments I, LP and (ii) 27,414 shares held by NSV Growth Opportunities Fund, LP.
F6	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.