Sec Form 4 Filing - venBio Global Strategic Fund III, L.P. @ 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 venBio Global Strategic Fund III, L.P. 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) X __ Other (specify below) See Remarks (Last) (First) (Middle) 1700 OWENS STREET, SUITE 595 3. Date of Earliest Transaction (MM/DD/YY) 10/25/2021 (Street) SAN FRANCISCO, CA94158 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 10/25/2021 C 3,684,769 A 3,684,769 D ( 3 ) Common Stock 10/25/2021 P 312,500 A $ 16 3,997,269 D ( 3 ) Common Stock 1,014,267 I See footnote ( 2 )

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 3,289,742 ( 1 ) ( 1 ) Common Stock 3,289,742 $ 0 0 D ( 3 ) Series B Preferred Stock ( 1 ) 10/25/2021 C 395,027 ( 1 ) ( 1 ) Common Stock 395,027 $ 0 0 D ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other venBio Global Strategic Fund III, L.P. 1700 OWENS STREET SUITE 595 SAN FRANCISCO, CA94158 X See Remarks VENBIO GLOBAL STRATEGIC GP III, L.P. 1700 OWENS STREET SUITE 595 SAN FRANCISCO, CA94158 X See Remarks VENBIO GLOBAL STRATEGIC GP III, LTD 1700 OWENS STREET SUITE 595 SAN FRANCISCO, CA94158 X See Remarks Adelman Robert J 1700 OWENS STREET SUITE 595 SAN FRANCISCO, CA94158 X See Remarks GOODMAN COREY S 1700 OWENS STREET SUITE 595 SAN FRANCISCO, CA94158 X See Remarks Signatures venBio Global Strategic Fund III, L.P., by: venBio Global Strategic GP III, L.P., its general partner, by: venBio Global Strategic GP III, Ltd., its general partner, by: /s/ David Pezeshki, as attorney-in-fact 10/25/2021 Signature of Reporting Person Date venBio Global Strategic GP III, L.P., by: venBio Global Strategic GP III, Ltd., its general partner, by: /s/ David Pezeshki as attorney-in-fact 10/25/2021 Signature of Reporting Person Date venBio Global Strategic GP III, Ltd., by: /s/ David Pezeshki, as attorney-in-fact 10/25/2021 Signature of Reporting Person Date Corey Goodman, by: /s/ David Pezeshki, as attorney-in-fact 10/25/2021 Signature of Reporting Person Date Robert Adelman, by: /s/ David Pezeshki, 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. The preferred stock had no expiration date. ( 2 )Shares held by venBio SPV III, LLC ("venBio SPV"). venBio SPV is wholly owned and managed by venBio Global Strategic Fund III, L.P. ("venBio III"). venBio Global Strategic GP III, L.P., a Cayman Islands partnership ("venBio GP") is the sole general partner of venBio III. venBio Global Strategic GP III, Ltd., a Cayman Islands company ("venBio Ltd") is the sole general partner of venBio GP. Aaron Royston, Robert Adelman and Corey Goodman (collectively, the "Directors") are each a director of venBio Ltd and may be deemed to share voting and dispositive power over the shares held by venBio SPV. Each of the Directors, together with venBio Ltd and venBio GP, disclaims beneficial ownership over the shares held by venBio SPV except to the extent of their pecuniary interest therein. ( 3 )Shares held by venBio III. venBio GP is the sole general partner of venBio III. venBio Ltd is the sole general partner of venBio GP. The Directors are each a director of venBio Ltd and may be deemed to share voting and dispositive power over the shares held by venBio III. Each of the Directors, together with venBio Ltd and venBio GP, disclaims beneficial ownership over the shares held by venBio III except to the extent of their pecuniary interest therein.

Remarks: This Form 4 is being filed in conjunction with the Form 4 filed simultaneously by Aaron Royston, a director of venBio Ltd. Each of Dr. Royston and Richard Gaster, who is affiliated with the Reporting Persons, serves on the Issuer's board of directors. Each of the reporting persons may be deemed directors of the Issuer by deputization of each of Dr. Royston and Dr. Gaster.

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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