Cormorant Asset Management, LP - Oct 25, 2021 Form 4 Insider Report for Ventyx Biosciences, Inc. (VTYX)

Role: Former 10% Owner
Signature: /s/ CORMORANT ASSET MANAGEMENT, LP By: Cormorant Asset Management GP, LLC, its General Partner, By: Bihua Chen, Managing Member
Stock symbol: VTYX
Transactions as of: Oct 25, 2021
Transactions value $: $10,000,000
Form type: 4
Date filed: 10/27/2021, 04:04 PM
Previous filing: Oct 20, 2021
Next filing: Jan 6, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	Price $	Shares After	Date	Ownership	Footnotes
transaction	VTYX	Common Stock	Conversion of derivative security		+785K			785K	Oct 25, 2021	See Footnotes	F1, F2, F3
transaction	VTYX	Common Stock	Purchase	$10M	+625K	+79.59%	$16.00	1.41M	Oct 25, 2021	See Footnotes	F2, F4

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 Convertible Preferred Stock	Conversion of derivative security		-548K	-100%		0	Oct 25, 2021	Common Stock	548K		See Footnotes	F1, F2, F5
transaction	VTYX	Series B Convertible Preferred Stock	Conversion of derivative security		-237K	-100%		0	Oct 25, 2021	Common Stock	237K		See Footnotes	F1, F2, F6

Cormorant Asset Management, LP is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Shares of Series A and Series B Convertible Preferred Stock were convertible at any time at the holder's election, without payment of additional consideration. Such shares had no expiration date but converted into Common Stock automatically upon the closing of the Issuer's initial public offering.
F2	Shares reported herein are held by Cormorant Global Healthcare Master Fund, LP (the "Master Fund"), Cormorant Private Healthcare Fund III, LP ("Fund III"), and a managed account (the "Account"). Cormorant Asset Management, LP ("Cormorant") serves as the investment manager of the Master Fund, Fund III, and the Account. Bihua Chen serves as manager of the general partner of Cormorant. 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 4 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	Represents (i) 169,075 shares held by the Master Fund, (ii) 611,568 shares held by Fund III, and (iii) 4,660 shares held by the Account.
F4	Shares reported herein as purchased on October 25, 2021 represent 625,000 shares purchased by the Master Fund.
F5	The Series A Convertible Preferred Stock represented, 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.
F6	The Series B Convertible Preferred Stock represented, on an as-converted basis, (i) 51,029 shares held by the Master Fund and (ii) 185,986 shares held by Fund III.