venBio Global Strategic Fund III, L.P. - Oct 25, 2021 Form 4 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 25, 2021
Transactions value $: $5,000,000
Form type: 4
Date filed: 10/25/2021, 07:40 PM
Previous filing: Oct 20, 2021
Next filing: May 27, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VTYX	Common Stock	Conversion of derivative security		+3.68M			3.68M	Oct 25, 2021	Direct	F1, F3
transaction	VTYX	Common Stock	Purchase	$5M	+313K	+8.48%	$16.00	4M	Oct 25, 2021	Direct	F3
holding	VTYX	Common Stock						1.01M	Oct 25, 2021	See footnote	F2

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	-3.29M	-100%	$0.00^*	0	Oct 25, 2021	Common Stock	3.29M		Direct	F1, F3
transaction	VTYX	Series B Preferred Stock	Conversion of derivative security	$0	-395K	-100%	$0.00^*	0	Oct 25, 2021	Common Stock	395K		Direct	F1, F3

* 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. The preferred stock had no expiration date.
F2	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.
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 4 is being filed in conjunction with the Form 4 filed simultaneously by Aaron Royston, a director of venBio Ltd. Each of Dr. Royston and Richard Gaster, who is affiliated with the Reporting Persons, 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.