0000950170-23-032587.txt : 20230711 0000950170-23-032587.hdr.sgml : 20230711 20230711211510 ACCESSION NUMBER: 0000950170-23-032587 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230707 FILED AS OF DATE: 20230711 DATE AS OF CHANGE: 20230711 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Subramaniam Somu CENTRAL INDEX KEY: 0001508910 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40928 FILM NUMBER: 231083170 MAIL ADDRESS: STREET 1: C/O ICAD INC STREET 2: 98 SPIT BROOK ROAD SUITE 100 CITY: NASHUA STATE: NH ZIP: 03062 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Ventyx Biosciences, Inc. CENTRAL INDEX KEY: 0001851194 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 832996852 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 662 ENCINITAS BLVD., STE. 250 CITY: ENCINITAS STATE: CA ZIP: 92024 BUSINESS PHONE: (858) 945-2393 MAIL ADDRESS: STREET 1: 662 ENCINITAS BLVD., STE. 250 CITY: ENCINITAS STATE: CA ZIP: 92024 4 1 ownership.xml 4 X0407 4 2023-07-07 0001851194 Ventyx Biosciences, Inc. VTYX 0001508910 Subramaniam Somu C/O VENTYX BIOSCIENCES, INC. ENCINITAS BLVD, SUITE 250 ENCINITAS CA 92024 true false true false false Common Stock 2023-07-07 4 S false 75686 34.9879 D 9577279 I See Footnotes Common Stock 2023-07-07 4 S false 20718 35.8225 D 9556561 I See Footnotes Common Stock 2023-07-07 4 S false 3596 36.9277 D 9552965 I See Footnotes Common Stock 2023-07-07 4 J false 1030341 0.00 D 8522624 I See Footnotes Represents the weighted average share price of an aggregate total of 75,686 shares sold in the price range of $34.52 to $35.515. 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 sold at each separate price. NSV Partners III, L.P. is the general partner of NSV 2018 New Horizons Fund, L.P., NSV Investments I, L.P., NSV 2018 Opportunities Fund, L.P., NSV 2019 Opportunities Fund, L.P., NSV Growth Opportunities Fund, L.P., NSV Investments III, L.P., and NSV Investments II, L.P.. NSV Partners II, LLC is the general partner of New Science Ventures Fund III, L.P., New Science Ventures Fund III (Offshore), L.P., NSV 2016 Opportunities Fund, L.P., NSV 2016 Opportunities Fund (Offshore), L.P., NSV 2017 Opportunities Fund, L.P., and NSV Master Limited Partnership II, L.P.. The Reporting Person 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 owned by each entity of which NSV Partners III, L.P. is general partner. The Reporting Person is the majority member and managing member NSV Partners II, LLC, and may be deemed to have voting and dispositive power over the shares owned by each entity of which NSV Partners II, LLC is general partner. The Reporting Person is the majority member and managing member of NSV Management, LLC, and may be deemed to share voting and dispositive power over the shares held by Life & Tech, for which NSV Management, LLC is the investment advisor. The Reporting Person disclaims beneficial ownership over the shares owned by each of the NSV Funds (as defined below), except to the extent of his pecuniary interest therein. Represents the weighted average share price of an aggregate total of 20,718 shares sold in the price range of $35.52 to $36.465. 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 sold at each separate price. Represents the weighted average share price of an aggregate total of 3,596 shares sold in the price range of $36.525 to $37.22. 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 sold at each separate price. Consists of: (i) 5,286,971 shares held by NSV Investments I, L.P., (ii) 1,037,831 shares held by NSV Investments III, L.P,. (iii) 374,756 shares held by NSV Master Limited Partnership II, L.P., (iv) 248,532 shares held by NSV 2019 Opportunities Fund, L.P., (v) 212,001 shares held by NSV 2018 New Horizons Fund, L.P., (vi) 330,816 shares held by Life & Tech, (vii) 434,423 shares held by New Science Ventures, LLC, (viii) 867,609 shares held by NSV Partners III, L.P., (ix) 279,748 shares held by NSV Investments II, L.P., (x) 296,359 shares held by NSV Partners II, LLC, (xi) 53,466 shares held by NSV Growth Opportunities Fund, L.P., (xii) 38,240 shares held by New Science Ventures Fund III, L.P., (Continued from Footnote 7) (xiii) 33,610 shares held by NSV 2017 Opportunities Fund, L.P., (xiv) 23,436 shares held by NSV 2018 Opportunities Fund, L.P., (xv) 18,126 shares held by NSV 2016 Opportunities Fund, L.P., (xvi) 12,056 shares held by New Science Ventures Fund III (Offshore), L.P., and (xvii) 4,985 shares held by NSV 2016 Opportunities Fund (Offshore), L.P.. The NSV Distributing Funds (as defined below) distributed shares to their limited partners on a pro rata basis, for no consideration and Life & Tech transferred shares to its members, for no consideration. The share distribution total consists of (i) 12,056 shares held by New Science Ventures Fund III (Offshore), L.P., (ii) 38,240 shares held by New Science Ventures Fund III, L.P., (iii) 4,985 shares held by NSV 2016 Opportunities Fund (Offshore), L.P., (iv) 18,126 shares held by NSV 2016 Opportunities Fund, L.P., (v) 33,610 shares held by NSV 2017 Opportunities Fund, L.P., (vi) 23,436 shares held by NSV 2018 Opportunities Fund, L.P., (vii) 40,370 shares held by NSV Growth Opportunities Fund, L.P., (viii) 264,729 shares held by NSV Master Limited Partnership II, LP, (ix) 128,883 shares held by NSV 2018 New Horizons Fund, L.P., (x) 154,535 shares held by NSV 2019 Opportunities Fund, L.P. (collectively, the "NSV Distributing Funds"), (Continued from Footnote 10) and (xi) 330,816 shares held by Life & Tech. As a result of the distribution, none of New Science Ventures Fund III, L.P., New Science Ventures Fund III (Offshore), L.P., NSV 2016 Opportunities Fund, L.P., NSV 2016 Opportunities Fund (Offshore), L.P., NSV 2017 Opportunities Fund, L.P., NSV 2018 Opportunities Fund, L.P., or Life & Tech hold any shares of Common Stock. The distributed shares in the previous footnote includes the distribution of 17,311 shares to NSV Partners III, LP, and 2,134 shares distributed to NSV Partners II LLC. The shares beneficially owned by the Reporting Persons consist of: (i) 5,286,971 shares held by NSV Investments I, L.P., (ii) 1,037,831 shares held by NSV Investments III, L.P., (iii) 884,920 shares held by NSV Partners III, L.P., (iv) 434,423 shares held by New Science Ventures, LLC, (v) 298,493 shares held by NSV Partners II, LLC, (vi) 279,748 shares held by NSV Investments II, L.P., (vii) 110,027 shares held by NSV Master Limited Partnership II, L.P., (viii) 93,997 shares held by NSV 2019 Opportunities Fund, L.P., (ix) 83,118 shares held by NSV 2018 New Horizons Fund, L.P., and (x) 13,096 shares held by NSV Growth Opportunities Fund, L.P (collectively, the "NSV Funds"). The NSV Funds disclaim beneficial ownership over the shares owned by them, except to the extent of their pecuniary interest therein. /s/ Christopher Krueger, as Attorney-in-Fact 2023-07-11