Sec Form 4 Filing - Subramaniam Somu @ Ventyx Biosciences, Inc. - 2021-10-25

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Subramaniam Somu 2. Issuer Name and Ticker or Trading Symbol Ventyx Biosciences, Inc. [ VTYX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O VENTYX BIOSCIENCES, INC., 662 ENCINITAS BLVD, SUITE 250 3. Date of Earliest Transaction (MM/DD/YY) 10/25/2021 (Street) ENCINITAS, CA92024 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 10/25/2021 C 16,892,528 A $ 0 ( 1 ) 16,892,528 I See footnote ( 2 ) ( 3 ) ( 4 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series A Preferred Stock ( 1 ) 10/25/2021 C 219,315 ( 1 ) ( 1 ) Common Stock 219,315 $ 0 ( 1 ) 0 I See footnote ( 3 ) ( 4 ) ( 5 ) Series A-1 Preferred Stock ( 1 ) 10/25/2021 C 16,673,213 ( 1 ) ( 1 ) Common Stock 16,673,213 $ 0 ( 1 ) 0 I See footnote ( 3 ) ( 4 ) ( 6 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Subramaniam Somu C/O VENTYX BIOSCIENCES, INC. 662 ENCINITAS BLVD, SUITE 250 ENCINITAS, CA92024 X X Signatures /s/ Christopher Krueger, as Attorney-in-Fact 10/25/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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) 2,023,609 shares held by NSV 2019 Opportunities Fund, LP, (iv) 1,761,227 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) 272,534 shares held by NSV Growth Opportunities Fund, LP, (x) 214,296 shares held by New Science Ventures Fund III, LP, (xi) 188,349 shares held by NSV 2017 Opportunities Fund, LP, (xii) 131,339 shares held by NSV 2018 Opportunities Fund, LP, (xiii) 101,582 shares held by NSV 2016 Opportunities Fund, LP, (xiv) 67,554 shares held by New Science Ventures Fund III (Offshore), LP, and (xv) 27,934 shares held by NSV 2016 Opportunities Fund (Offshore), LP, collectively the NSV funds. ( 3 )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. ( 4 )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 held by each entity of which NSV Partners III, LP is general partner. The Reporting Person disclaims beneficial ownership over the shares held by each of the NSV funds, except to the extent of his pecuniary interest therein. 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 held by each entity of which NSV Partners II, LLC is general partner. ( 5 )Consists of (i) 191,901 shares held by NSV Investments I, LP and (ii) 27,414 shares held by NSV Growth Opportunities Fund, LP. ( 6 )Consists of (i) 5,681,324 shares held by NSV Investments I, LP, (ii) 2,295,172 shares held by NSV Master Limited Partnership II, LP, (iii) 2,023,609 shares held by NSV 2019 Opportunities Fund, LP, (iv) 1,761,227 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) 245,120 shares held by NSV Growth Opportunities Fund, LP, (x) 214,296 shares held by New Science Ventures Fund III, LP, (xi) 188,349 shares held by NSV 2017 Opportunities Fund, LP, (xii) 131,339 shares held by NSV 2018 Opportunities Fund, LP, (xiii) 101,582 shares held by NSV 2016 Opportunities Fund, LP, (xiv) 67,554 shares held by New Science Ventures Fund III (Offshore), LP, and (xv) 27,934 shares held by NSV 2016 Opportunities Fund (Offshore), LP, collectively the NSV funds.

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