Form Type: 4

SEC EDGAR Link
Accession Number:0000899243-22-035456
Date:2022-11-07
Issuer: VENTYX BIOSCIENCES, INC. (VTYX)
Original Submission Date:

Reporting Person:

NSV PARTNERS III LP
500 WEST PUTNAM AVENUE, SUITE 400
GREENWICH, CT 06830

Reporting Person:

NSV PARTNERS III GP LLC
500 WEST PUTNAM AVENUE, SUITE 400
GREENWICH, CT 06830

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2022-11-07 S 3,935 d $29.08 16,888,593 indirect
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
Footnotes
IDfootnote
f1 represents the weighted average share price of an aggregate total of 3,935 shares sold in the price range of $29.00 to $29.20. the reporting owner undertakes to provide upon request by the commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.
f2 consists of (i) 5,873,225 shares held by nsv investments i, lp, (ii) 2,295,172 shares held by nsv master limited partnership ii, lp, (iii) 2,023,131 shares held by nsv 2019 opportunities fund, lp, (iv) 1,760,420 shares held by nsv 2018 new horizons fund, lp, (v) 1,323,264 shares held by life & tech, (vi) 1,179,921 shares held by nsv investments iii, lp, (vii) 998,099 shares held by nsv investments ii, lp, (viii) 434,423 shares held by new science ventures, llc, (ix) 272,484 shares held by nsv growth opportunities fund, lp, (x) 213,533 shares held by new science ventures fund iii, lp, (xi) 187,679 shares held by nsv 2017 opportunities fund, lp, (xii) 130,872 shares held by nsv 2018 opportunities fund, lp, (xiii) 101,221 shares held by nsv 2016 opportunities fund, lp, (xiv) 67,314 shares held by new science ventures fund iii (offshore), lp, and (xv) 27,835 shares held by nsv 2016 opportunities fund (offshore), lp, collectively the nsv funds.
f3 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. 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.
f4 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 held by each entity of which nsv partners iii, lp is general partner. mr. subramaniam disclaims beneficial ownership over the shares held by each of the nsv funds, except to the extent of his pecuniary interest therein. 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 held by each entity of which nsv partners ii, llc is general partner. mr. subramaniam is a director of the issuer and files separate section 16 reports.
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