0000899243-23-011296.txt : 20230414 0000899243-23-011296.hdr.sgml : 20230414 20230414183324 ACCESSION NUMBER: 0000899243-23-011296 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230412 FILED AS OF DATE: 20230414 DATE AS OF CHANGE: 20230414 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: 23822393 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: 23822394 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 X0407 4 2023-04-12 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 0 Common Stock 2023-04-12 4 S 0 28554 30.0086 D 10048491 I See Footnotes Common Stock 2023-04-13 4 S 0 71446 30.3138 D 9977045 I See Footnotes The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 24, 2023. Represents the weighted average share price of an aggregate total of 28,554 shares sold in the price range of $30.00 to $30.075. 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. Consists of: (i) 5,576,174 shares held by NSV Investments I, LP, (ii) 1,096,827 shares held by NSV Investments III, LP, (iii) 482,875 shares held by NSV Master Limited Partnership II, LP, (iv) 446,650 shares held by NSV 2019 Opportunities Fund, LP, (v) 388,134 shares held by NSV 2018 New Horizons Fund, LP, (vi) 330,816 shares held by Life & Tech, (vii) 570,758 shares held by NSV Partners III, LP, (viii) 434,423 shares held by New Science Ventures, LLC, (ix) 309,635 shares held by NSV Investments II, LP, (x) 188,240 shares held by NSV Partners II, LLC, (xi) 67,066 shares held by NSV Growth Opportunities Fund, LP, (Continued footnote 3) (xii) 45,991 shares held by New Science Ventures Fund III, LP, (xiii) 40,422 shares held by NSV 2017 Opportunities Fund, LP, (xiv) 28,186 shares held by NSV 2018 Opportunities Fund, LP, (xv) 21,800 shares held by NSV 2016 Opportunities Fund, LP, (xvi) 14,499 shares held by New Science Ventures Fund III (Offshore), LP, and (xvii) 5,995 shares held by NSV 2016 Opportunities Fund (Offshore), LP, (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 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. 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. 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 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 the majority member and managing member of NSV Management, LLC, and may be deemed to share voting and dispositive power over the shares held by Life & Tech, for which NSV Management, LLC is the investment advisor. 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 a director of the Issuer and files separate Section 16 reports. Represents the weighted average share price of an aggregate total of 71,446 shares sold in the price range of $30.00 to $30.88. 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. Consists of: (i) 5,576,174 shares held by NSV Investments I, LP, (ii) 1,096,827 shares held by NSV Investments III, LP, (iii) 482,875 shares held by NSV Master Limited Partnership II, LP, (iv) 446,650 shares held by NSV 2019 Opportunities Fund, LP, (v) 388,134 shares held by NSV 2018 New Horizons Fund, LP, (vi) 330,816 shares held by Life & Tech, (vii) 499,312 shares held by NSV Partners III, LP, (viii) 434,423 shares held by New Science Ventures, LLC, (ix) 309,635 shares held by NSV Investments II, LP, (x) 188,240 shares held by NSV Partners II, LLC, (Continued footnote 9) (xi) 67,066 shares held by NSV Growth Opportunities Fund, LP, (xii) 45,991 shares held by New Science Ventures Fund III, LP, (xiii) 40,422 shares held by NSV 2017 Opportunities Fund, LP, (xiv) 28,186 shares held by NSV 2018 Opportunities Fund, LP, (xv) 21,800 shares held by NSV 2016 Opportunities Fund, LP, (xvi) 14,499 shares held by New Science Ventures Fund III (Offshore), LP, and (xvii) 5,995 shares held by NSV 2016 Opportunities Fund (Offshore), LP. The NSV Funds disclaim beneficial ownership over the shares owned by them, except to the extent of their pecuniary interest therein. /s/ NSV Partners III, LP, By: Brenda Marex, Chief Financial Officer 2023-04-14 /s/ NSV Partners III GP, LLC, By: Brenda Marex, Chief Financial Officer 2023-04-14