Sec Form 4 Filing - Royston Aaron @ Ventyx Biosciences, Inc. - 2022-06-09

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Royston Aaron 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 _____ 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) 06/09/2022 (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

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 Stock Option (right to buy) $ 16.54 06/09/2022 A 13,301 ( 1 ) 06/09/2032 Common Stock 13,301 $ 0 13,301 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% O wner Officer Other Royston Aaron C/O VENTYX BIOSCIENCES, INC. 662 ENCINITAS BLVD, SUITE 250 ENCINITAS, CA92024 X Signatures /s/ Christopher Krueger, as Attorney-in-Fact 06/10/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares subject to the option shall vest on the earlier of (i) the one-year anniversary of the date of grant or, (ii) the day prior to the date of the Annual Meeting of the Issuer's stockholders next following the date the option was granted, in each case, subject to the reporting person continuing to be Service Provider (as defined in the Issuer's 2021 Equity Incentive Plan) through the applicable vesting date.

Remarks: Dr. Royston is a director and partner of venBio Global Strategic GP III, Ltd. and is a member of the board of directors of the Issuer. These options are held by Dr. Royston for the benefit of venBio Global Strategic Fund III, L.P. ("venBio III"). Pursuant to policies of venBio Partners, the manager of venBio III, with respect to director compensation, upon the exercise of these options and sale of the underlying securities, the proceeds will be remitted to venBio III. Dr. Royston disclaims beneficial ownership over the shares underlying the options held for the benefit of venBio III except to the extent of his pecuniary interest therein, and the filing of this Form 4 shall not be deemed an admission of beneficial ownership for purposes of Section 16 of the Securities and Exchange Act of 1934 or any other purpose.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.