0000899243-23-017237.txt : 20230706 0000899243-23-017237.hdr.sgml : 20230706 20230706182505 ACCESSION NUMBER: 0000899243-23-017237 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230703 FILED AS OF DATE: 20230706 DATE AS OF CHANGE: 20230706 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NSV Partners III GP LLC CENTRAL INDEX KEY: 0001889601 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40928 FILM NUMBER: 231074776 BUSINESS ADDRESS: STREET 1: 500 WEST PUTNAM AVE STREET 2: SUITE 400 CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2126885100 MAIL ADDRESS: STREET 1: 500 WEST PUTNAM AVE STREET 2: SUITE 400 CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NSV Partners III LP CENTRAL INDEX KEY: 0001890004 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40928 FILM NUMBER: 231074777 BUSINESS ADDRESS: STREET 1: 500 WEST PUTNAM AVE STREET 2: SUITE 400 CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2126885100 MAIL ADDRESS: STREET 1: 500 WEST PUTNAM AVE STREET 2: SUITE 400 CITY: GREENWICH STATE: CT ZIP: 06830 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 doc4.xml FORM 4 SUBMISSION X0407 4 2023-07-03 0 0001851194 Ventyx Biosciences, Inc. VTYX 0001890004 NSV Partners III LP 500 WEST PUTNAM AVENUE, SUITE 400 GREENWICH CT 06830 0 0 1 0 0001889601 NSV Partners III GP LLC 500 WEST PUTNAM AVENUE, SUITE 400 GREENWICH CT 06830 0 0 1 0 0 Common Stock 2023-07-03 4 S 0 5043 35.4797 D 9782002 I See Footnotes Common Stock 2023-07-03 4 S 0 11256 36.781 D 9770746 I See Footnotes Common Stock 2023-07-03 4 S 0 14331 37.6378 D 9756415 I See Footnotes Common Stock 2023-07-03 4 S 0 22568 39.0452 D 9733847 I See Footnotes Common Stock 2023-07-03 4 S 0 80882 39.7642 D 9652965 I See Footnotes Represents the weighted average share price of an aggregate total of 5,043 shares sold in the price range of $35.00 to $35.9554. 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, 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. 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 owned by each entity of which NSV Partners III, LP is general partner. 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 owned by each entity of which NSV Partners II, LLC is general partner. Mr. Subramaniam 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. Mr. Subramaniam 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. Mr. Subramaniam is a director of the Issuer and files separate Section 16 reports. Represents the weighted average share price of an aggregate total of 11,256 shares sold in the price range of $36.1397 to $37.1033. 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 14,331 shares sold in the price range of $37.205 to $38.1103. 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 22,568 shares sold in the price range of $38.2352 to $39.22. 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. Represents the weighted average share price of an aggregate total of 80,882 shares sold in the price range of $39.275 to $40.12. 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, LP, (ii) 1,037,831 shares held by NSV Investments III, LP, (iii) 374,756 shares held by NSV Master Limited Partnership II, LP, (iv) 248,532 shares held by NSV 2019 Opportunities Fund, LP, (v) 212,001 shares held by NSV 2018 New Horizons Fund, LP, (vi) 330,816 shares held by Life & Tech, (vii) 434,423 shares held by New Science Ventures, LLC, (viii) 967,609 shares held by NSV Partners III, LP, (ix) 279,748 shares held by NSV Investments II, LP, (x) 296,359 shares held by NSV Partners II, LLC, (xi) 53,466 shares held by NSV Growth Opportunities Fund, LP, (xii) 38,240 shares held by (Continued from Footnote 9) New Science Ventures Fund III, LP, (xiii) 33,610 shares held by NSV 2017 Opportunities Fund, LP, (xiv) 23,436 shares held by NSV 2018 Opportunities Fund, LP, (xv) 18,126 shares held by NSV 2016 Opportunities Fund, LP, (xvi) 12,056 shares held by New Science Ventures Fund III (Offshore), LP, and (xvii) 4,985 shares held by NSV 2016 Opportunities Fund (Offshore), LP (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/ NSV Partners III, LP, By: Brenda Marex, Chief Financial Officer 2023-07-06 /s/ NSV Partners III GP, LLC, By: Brenda Marex, Chief Financial Officer 2023-07-06