NSV Partners III LP - Dec 13, 2022 Form 4 Insider Report for Ventyx Biosciences, Inc. (VTYX)

Role
10%+ Owner
Signature
/s/ NSV Partners III, LP, By: Brenda Marex, Chief Financial Officer
Stock symbol
VTYX
Transactions as of
Dec 13, 2022
Transactions value $
$0
Form type
4
Date filed
12/15/2022, 08:11 PM
Previous filing
Dec 2, 2022
Next filing
Dec 19, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VTYX Common Stock Other $0 -3.34M -20.11% $0.00 13.3M Dec 13, 2022 See Footnotes F1, F2, F3, F4, F5, F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The NSV Distributing Funds (as defined below) distributed these shares to their limited partners on a pro rata basis, for no consideration.
F2 The share distribution total consists of (i) 1,147,580 shares owned by NSV Master Limited Partnership II, LP, (ii) 972,719 shares owned by NSV 2019 Opportunities Fund, LP, (iii) 831,236 shares owned by NSV 2018 New Horizons Fund, LP, (iv) 134,011 shares owned by NSV Growth Opportunities Fund, LP, (v) 74,960 shares owned by New Science Ventures Fund III, LP, (vi) 65,885 shares owned by NSV 2017 Opportunities Fund, LP, (vii) 45,923 shares owned by NSV 2018 Opportunities Fund, LP, (viii) 35,575 shares owned by NSV 2016 Opportunities Fund, LP, (ix) 23,628 shares owned by New Science Ventures Fund III (Offshore), LP, and (x) 9,745 shares owned by NSV 2016 Opportunities Fund (Offshore), LP (collectively, the "NSV Distributing Funds").
F3 Consists of (i) 5,576,174 shares owned by NSV Investments I, LP, (ii) 965,752 shares owned by NSV Master Limited Partnership II, LP, (iii) 888,440 shares owned by NSV 2019 Opportunities Fund, LP, (iv) 768,073 shares owned by NSV 2018 New Horizons Fund, LP, (v) 1,220,999 shares owned by Life & Tech, (vi) 1,096,827 shares owned by NSV Investments III, LP, (vii) 998,099 shares owned by NSV Investments II, LP, (viii) 434,423 shares owned by New Science Ventures, LLC, (ix) 133,629 shares owned by NSV Growth Opportunities Fund, LP, (x) 84,232 shares owned by New Science Ventures Fund III, LP, (xi) 74,032 shares owned by NSV 2017 Opportunities Fund, LP, (xii) 51,624 shares owned by NSV 2018 Opportunities Fund, LP, (xiii) 39,926 shares owned by NSV 2016 Opportunities Fund, LP, (xiv) 26,555 shares owned by New Science Ventures Fund III (Offshore), LP, (xv) 10,980 shares owned by NSV 2016 Opportunities Fund (Offshore), LP, (xvi) 718,914 shares owned by NSV Partners III, LP, and (xvii) 186,107
F4 (Continued from footnote 3) shares owned by NSV Partners II, LLC (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.
F5 NSV Partners III, LP, is the general partner of Life & Tech, 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, (collectively, the "NSV Partners III Funds"), and received an aggregate of 718,914 shares distributed by the NSV Partners III Funds, and now owns those shares.
F6 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 (collectively, the "NSV Partners II Funds"), and received an aggregate of 186,107 shares distributed by NSV Partners II Funds, and now owns those shares.
F7 Somasundaram Subramaniam 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, LP is general partner. Mr. Subramaniam disclaims beneficial ownership over the shares owned by each of the NSV Funds, except to the extent of his pecuniary interest therein. Mr. Subramaniam 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. Mr. Subramaniam is a director of the Issuer and files separate Section 16 reports.