NSV Partners III LP - Apr 6, 2023 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
Apr 6, 2023
Transactions value $
$0
Form type
4
Date filed
4/10/2023, 09:09 PM
Previous filing
Mar 21, 2023
Next filing
Apr 14, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VTYX Common Stock Other $0 -1.75M -14.78% $0.00 10.1M Apr 6, 2023 See Footnotes F1, F2, F3, F4, F5, F6, F7, F8
* 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 shares to their limited partners on a pro rata basis, for no consideration and Life & Tech transferred shares to its members, for no consideration.
F2 The share distribution total consists of (i) 482,877 shares owned by NSV Master Limited Partnership II, LP, (ii) 441,790 shares owned by NSV 2019 Opportunities Fund, LP, (iii) 379,939 shares owned by NSV 2018 New Horizons Fund, LP, (iv) 66,563 shares owned by NSV Growth Opportunities Fund, LP, (v) 38,241 shares owned by New Science Ventures Fund III, LP, (vi) 33,610 shares owned by NSV 2017 Opportunities Fund, LP, (vii) 23,438 shares owned by NSV 2018 Opportunities Fund, LP, (viii) 18,126 shares owned by NSV 2016 Opportunities Fund, LP, (ix) 12,056 shares owned by New Science Ventures Fund III (Offshore), LP, (x) 4,985 shares owned by NSV 2016 Opportunities Fund (Offshore), LP (collectively, the "NSV Distributing Funds") and (xi) 330,816 shares owned by Life & Tech.
F3 The distributed shares in the previous footnote includes the distribution of 66,163 shares from Life & Tech to NSV Partners III, LP, and 19,180 shares distributed on a pro rata basis to the general partners of the NSV Distributing Funds.
F4 Consists of: (i) 5,576,174 shares held by NSV Investments I, LP, (ii) 1,096,827 shares held by NSV Investments III, LP, (iii) 482,875 shares held by NSV Master Limited Partnership II, LP, (iv) 446,650 shares held by NSV 2019 Opportunities Fund, LP, (v) 388,134 shares held by NSV 2018 New Horizons Fund, LP, (vi) 330,816 shares held by Life & Tech, (vii) 599,312 shares held by NSV Partners III, LP, (viii) 434,423 shares held by New Science Ventures, LLC, (ix) 309,635 shares held by NSV Investments II, LP, (x) 188,240 shares held by NSV Partners II, LLC, (xi) 67,066 shares held by NSV Growth Opportunities Fund, LP, (xii) 45,991 shares held by New Science Ventures Fund III, LP, (xiii) 40,422 shares held by NSV 2017 Opportunities Fund, LP, (xiv) 28,186 shares held by NSV 2018 Opportunities Fund, LP, (xv) 21,800 shares held by NSV 2016 Opportunities Fund, LP, (xvi)
F5 (continued from footnote 4) 14,499 shares held by New Science Ventures Fund III (Offshore), LP, and (xvii) 5,995 shares held by NSV 2016 Opportunities Fund (Offshore), LP, (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.
F6 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.
F7 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.
F8 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 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 the majority member and managing member of NSV Management, LLC, and may be deemed to share voting and dispositive power over the shares held by Life & Tech, for which NSV Management, LLC is the investment advisor. 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 a director of the Issuer and files separate Section 16 reports.