venBio Global Strategic Fund III, L.P. - Oct 20, 2021 Form 3 Insider Report for Ventyx Biosciences, Inc. (VTYX)

Role
Other*, 10%+ Owner
Signature
venBio Global Strategic Fund III, L.P., by: venBio Global Strategic GP III, L.P., its general partner, by: venBio Global Strategic GP III, Ltd., its general partner, by: /s/ David Pezeshki, as attorney-in-fact
Stock symbol
VTYX
Transactions as of
Oct 20, 2021
Transactions value $
$0
Form type
3
Date filed
10/20/2021, 06:45 PM
Previous filing
Jul 1, 2021
Next filing
Oct 25, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding VTYX Common Stock 1.01M Oct 20, 2021 See footnote F1

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 3.29M Direct F2, F3
holding VTYX Series B Preferred Stock Oct 20, 2021 Common Stock 395K Direct F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Shares held by venBio SPV III, LLC ("venBio SPV"). venBio SPV is wholly owned and managed by venBio Global Strategic Fund III, L.P. ("venBio III"). venBio Global Strategic GP III, L.P., a Cayman Islands partnership ("venBio GP") is the sole general partner of venBio III. venBio Global Strategic GP III, Ltd., a Cayman Islands company ("venBio Ltd") is the sole general partner of venBio GP. Aaron Royston, Robert Adelman and Corey Goodman (collectively, the "Directors") are each a director of venBio Ltd and may be deemed to share voting and dispositive power over the shares held by venBio SPV. Each of the Directors, together with venBio Ltd and venBio GP, disclaims beneficial ownership over the shares held by venBio SPV except to the extent of their pecuniary interest therein.
F2 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. The preferred stock has no expiration date.
F3 Shares held by venBio III. venBio GP is the sole general partner of venBio III. venBio Ltd is the sole general partner of venBio GP. The Directors are each a director of venBio Ltd and may be deemed to share voting and dispositive power over the shares held by venBio III. Each of the Directors, together with venBio Ltd and venBio GP, disclaims beneficial ownership over the shares held by venBio III except to the extent of their pecuniary interest therein.

Remarks:

This Form 3 is being filed in conjunction with the Forms 3 filed simultaneously by Aaron Royston, a director of venBio Ltd, and Richard Gaster, who is affiliated with the Reporting Persons. Each of Dr. Royston and Dr. Gaster serves on the Issuer's board of directors. Each of the reporting persons may be deemed directors of the Issuer by deputization of each of Dr. Royston and Dr. Gaster. Exhibit 24 - Power of Attorney (incorporated by reference to Exhibit 99.2 to the Schedule 13D filed by the Reporting Persons on February 19, 2021).