Sec Form 4 Filing - Auster Martin @ Ventyx Biosciences, Inc. - 2022-12-02

Insider filing report for Changes in Beneficial Ownership
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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
Auster Martin
2. Issuer Name and Ticker or Trading Symbol
Ventyx Biosciences, Inc. [ VTYX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last) (First) (Middle)
C/O VENTYX BIOSCIENCES, INC., 662 ENCINITAS BLVD, SUITE 250
3. Date of Earliest Transaction (MM/DD/YY)
12/02/2022
(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
Common Stock 12/02/2022 M 50,000 A $ 3.45 145,296 D
Common Stock 12/02/2022 S 97,647 D $ 29.0086( 1 ) 47,649 D
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) $ 3.45 12/02/2022 M 50,000 ( 2 ) 05/06/2031 Common Stock 50,000 $ 0 331,184 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Auster Martin
C/O VENTYX BIOSCIENCES, INC.
662 ENCINITAS BLVD, SUITE 250
ENCINITAS, CA92024
Chief Financial Officer
Signatures
/s/ Christopher Krueger, as Attorney-in-Fact 12/06/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the weighted average share price of an aggregate total of 97,647 shares sold in the price range of $28.98 to $29.15. 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.
( 2 )Option granted under pursuant to the Issuer's 2019 Equity Incentive Plan, as amended (the "2019 Plan"). Subject to the Reporting Person continuing to be a Service Provider (as defined 2019 Plan) through each applicable date, one third (1/3rd) of the shares subject to the options shall vest on the one year anniversary of the Vesting Commencement date, and, thereafter, one twenty-fourth (1/24th) of the remaining shares subject to the option shall vest each month on the same day of the month as the Vesting Commencement Date (and if there is no corresponding day, on the last day of the month). "Vesting Commencement Date" shall mean May 3, 2021.

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).

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