0000899243-22-038729.txt : 20221215 0000899243-22-038729.hdr.sgml : 20221215 20221215211154 ACCESSION NUMBER: 0000899243-22-038729 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221213 FILED AS OF DATE: 20221215 DATE AS OF CHANGE: 20221215 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NSV Investments I, L.P. CENTRAL INDEX KEY: 0001889184 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40928 FILM NUMBER: 221466287 BUSINESS ADDRESS: STREET 1: 500 WEST PUTNAM AVE STREET 2: SUITE 400 CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2126885100 MAIL ADDRESS: STREET 1: 500 WEST PUTNAM AVE STREET 2: SUITE 400 CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NSV Partners III LP CENTRAL INDEX KEY: 0001890004 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40928 FILM NUMBER: 221466289 BUSINESS ADDRESS: STREET 1: 500 WEST PUTNAM AVE STREET 2: SUITE 400 CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2126885100 MAIL ADDRESS: STREET 1: 500 WEST PUTNAM AVE STREET 2: SUITE 400 CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NSV Partners III GP LLC CENTRAL INDEX KEY: 0001889601 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40928 FILM NUMBER: 221466288 BUSINESS ADDRESS: STREET 1: 500 WEST PUTNAM AVE STREET 2: SUITE 400 CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2126885100 MAIL ADDRESS: STREET 1: 500 WEST PUTNAM AVE STREET 2: SUITE 400 CITY: GREENWICH STATE: CT ZIP: 06830 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Ventyx Biosciences, Inc. CENTRAL INDEX KEY: 0001851194 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 832996852 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 662 ENCINITAS BLVD., STE. 250 CITY: ENCINITAS STATE: CA ZIP: 92024 BUSINESS PHONE: (858) 945-2393 MAIL ADDRESS: STREET 1: 662 ENCINITAS BLVD., STE. 250 CITY: ENCINITAS STATE: CA ZIP: 92024 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-12-13 0 0001851194 Ventyx Biosciences, Inc. VTYX 0001890004 NSV Partners III LP 500 WEST PUTNAM AVENUE, SUITE 400 GREENWICH CT 06830 0 0 1 0 0001889601 NSV Partners III GP LLC 500 WEST PUTNAM AVENUE, SUITE 400 GREENWICH CT 06830 0 0 1 0 0001889184 NSV Investments I, L.P. 500 WEST PUTNAM AVENUE, SUITE 400 GREENWICH CT 06830 0 0 1 0 Common Stock 2022-12-13 4 J 0 3341262 0.00 D 13274786 I See Footnotes The NSV Distributing Funds (as defined below) distributed these shares to their limited partners on a pro rata basis, for no consideration. The share distribution total consists of (i) 1,147,580 shares owned by NSV Master Limited Partnership II, LP, (ii) 972,719 shares owned by NSV 2019 Opportunities Fund, LP, (iii) 831,236 shares owned by NSV 2018 New Horizons Fund, LP, (iv) 134,011 shares owned by NSV Growth Opportunities Fund, LP, (v) 74,960 shares owned by New Science Ventures Fund III, LP, (vi) 65,885 shares owned by NSV 2017 Opportunities Fund, LP, (vii) 45,923 shares owned by NSV 2018 Opportunities Fund, LP, (viii) 35,575 shares owned by NSV 2016 Opportunities Fund, LP, (ix) 23,628 shares owned by New Science Ventures Fund III (Offshore), LP, and (x) 9,745 shares owned by NSV 2016 Opportunities Fund (Offshore), LP (collectively, the "NSV Distributing Funds"). 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) 1,220,999 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) 718,914 shares owned by NSV Partners III, LP, and (xvii) 186,107 (Continued from footnote 3) 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. 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"), and received an aggregate of 718,914 shares distributed by the NSV Partners III Funds, and now owns those shares. 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"), and received an aggregate of 186,107 shares distributed by NSV Partners II Funds, and now owns those shares. 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. /s/ NSV Partners III, LP, By: Brenda Marex, Chief Financial Officer 2022-12-15 /s/ NSV Partners III GP, LLC, By: Brenda Marex, Chief Financial Officer 2022-12-15 /s/ NSV Investments I, LP, By: Brenda Marex, Chief Financial Officer 2022-12-15