Sec Form 4 Filing - NSV Partners III LP @ Ventyx Biosciences, Inc. - 2023-03-03

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
NSV Partners III LP
2. Issuer Name and Ticker or Trading Symbol
Ventyx Biosciences, Inc. [ VTYX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
500 WEST PUTNAM AVENUE, SUITE 400
3. Date of Earliest Transaction (MM/DD/YY)
03/03/2023
(Street)
GREENWICH, CT06830
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 03/03/2023 J( 1 ) 559,367 D $ 0 12,415,419 I See Footnotes ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
NSV Partners III LP
500 WEST PUTNAM AVENUE, SUITE 400
GREENWICH, CT06830
X
NSV Partners III GP LLC
500 WEST PUTNAM AVENUE, SUITE 400
GREENWICH, CT06830
X
Signatures
/s/ NSV Partners III, LP, By: Brenda Marex, Chief Financial Officer 03/07/2023
Signature of Reporting Person Date
/s/ NSV Partners III GP, LLC, By: Brenda Marex, Chief Financial Officer 03/07/2023
Signature of Reporting Person Date
/s/ NSV Investments I, LP, By: Brenda Marex, Chief Financial Officer 03/07/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Life & Tech distributed these shares to their members on a pro rata basis, for no consideration.
( 2 )Consists of (i) 5,576,174 shares owned by NSV Investments I, LP, (ii) 965,752 shares owned by NSV Master Limited Partnership II, LP, (iii) 888,440 shares owned by NSV 2019 Opportunities Fund, LP, (iv) 768,073 shares owned by NSV 2018 New Horizons Fund, LP, (v) 661,632 shares owned by Life & Tech, (vi) 1,096,827 shares owned by NSV Investments III, LP, (vii) 998,099 shares owned by NSV Investments II, LP, (viii) 434,423 shares owned by New Science Ventures, LLC, (ix) 133,629 shares owned by NSV Growth Opportunities Fund, LP, (x) 84,232 shares owned by New Science Ventures Fund III, LP, (xi) 74,032 shares owned by NSV 2017 Opportunities Fund, LP, (xii) 51,624 shares owned by NSV 2018 Opportunities Fund, LP, (xiii) 39,926 shares owned by NSV 2016 Opportunities Fund, LP, (xiv) 26,555 shares owned by New Science Ventures Fund III (Offshore), LP, (xv) 10,980 shares owned by NSV 2016 Opportunities Fund (Offshore), LP, (xvi) 565,739 shares owned by NSV Partners III, LP,
( 3 )(Continued from footnote 2) and (xvii) 186,107 shares owned by NSV Partners II, LLC (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.
( 4 )NSV Partners III, LP, is the general partner of Life & Tech, 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, (collectively, the "NSV Partners III Funds").
( 5 )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 (collectively, the "NSV Partners II Funds").
( 6 )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 disclaims beneficial ownership over the shares owned by each of the NSV Funds, except to the extent of his pecuniary interest therein. 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 a director of the Issuer and files separate Section 16 reports.

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