Cormorant Asset Management, LP - Oct 20, 2021 Form 3 Insider Report for Ventyx Biosciences, Inc. (VTYX)

Role
10%+ Owner
Signature
/s/ CORMORANT GLOBAL HEALTHCARE MASTER FUND, LP, By: Cormorant Global Healthcare GP, LLC, its General Partner, By: Bihua Chen, Managing Member
Stock symbol
VTYX
Transactions as of
Oct 20, 2021
Transactions value $
$0
Form type
3
Date filed
10/20/2021, 05:19 PM
Previous filing
Oct 15, 2021
Next filing
Oct 27, 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 Convertible Preferred Stock Oct 20, 2021 Common Stock 548K See Footnotes F1, F2, F3
holding VTYX Series B Convertible Preferred Stock Oct 20, 2021 Common Stock 237K See Footnotes F1, F2, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Shares of Series A and Series B Convertible Preferred Stock are convertible at any time at the holder's election, without payment of additional consideration. Such shares have no expiration date but are expected to convert into Common Stock automatically upon the closing of the Issuer's initial public offering.
F2 Cormorant Asset Management, LP ("Cormorant") serves as the investment manager of Cormorant Global Healthcare Master Fund, LP (the "Master Fund"), Cormorant Private Healthcare Fund III, LP ("Fund III") and a managed account (the "Account"). Cormorant Global Healthcare GP, LLC ("GP LLC") and Cormorant Private Healthcare GP III, LLC ("GP III") serve as General Partner of the Master Fund and Fund III, respectively. Bihua Chen serves as manager of Cormorant, GP LLC and GP III. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or her pecuniary interest therein, and the filing of this Form 3 shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any such shares for purposes of Section 16(a) of the Securities Exchange Act of 1934 or for any other purpose.
F3 Shares of Series A Convertible Preferred Stock reported herein represent, on an as-converted basis, (i) 118,046 shares held by the Master Fund, (ii) 425,582 shares held by Fund III, and (iii) 4,660 shares held by the Account.
F4 Shares of Series B Convertible Preferred Stock reported herein represent, on an as-converted basis, (i) 51,029 shares held by the Master Fund and (ii) 185,986 shares held by Fund III.