0000929638-25-001428.txt : 20250401 0000929638-25-001428.hdr.sgml : 20250401 20250401214020 ACCESSION NUMBER: 0000929638-25-001428 CONFORMED SUBMISSION TYPE: SCHEDULE 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20250401 DATE AS OF CHANGE: 20250401 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Ventyx Biosciences, Inc. CENTRAL INDEX KEY: 0001851194 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences EIN: 832996852 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-92974 FILM NUMBER: 25801789 BUSINESS ADDRESS: STREET 1: 12790 EL CAMINO REAL, SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92130 BUSINESS PHONE: (858) 945-2393 MAIL ADDRESS: STREET 1: 12790 EL CAMINO REAL, SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92130 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NSV Partners III LP CENTRAL INDEX KEY: 0001890004 ORGANIZATION NAME: EIN: 371941525 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D/A 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 SCHEDULE 13D/A 1 primary_doc.xml SCHEDULE 13D/A 0000000000-00-000000 0001890004 XXXXXXXX LIVE 13 Common stock, par value $0.0001 per share 03/28/2025 false 0001851194 92332V107 Ventyx Biosciences, Inc.

12790 El Camino Real, Suite 200 San Diego CA 92130

Somasundaram Subramaniam (212) 688-5100 New Science Ventures 500 West Putnam Avenue, Suite 400 Greenwich CT 06830 Leland S. Benton (202) 739-3000 Morgan, Lewis & Bockius LLP 1111 Pennsylvania Avenue, NW Washington DC 20004 0001890004 NSV Partners III, L.P. AF DE 0 3189270 0 3189270 3189270 N 4.5 PN 0001889601 NSV Partners III GP, LLC AF DE 0 3189270 0 3189270 3189270 N 4.5 OO 0001508910 Subramaniam Somu AF X1 57762 4032213 57762 4032213 4089975 N 5.7 IN Common stock, par value $0.0001 per share Ventyx Biosciences, Inc. 12790 El Camino Real, Suite 200 San Diego CA 92130 This Amendment No. 13 ("Amendment No. 13") amends the Statement of Beneficial Ownership on Schedule 13D jointly filed with the Securities and Exchange Commission (the "Commission") by NSV Investments I, L.P., a Delaware limited partnership, NSV Partners III, L.P., a Delaware limited partnership, NSV Partners III GP, LLC, a Delaware limited liability company and Somasundaram Subramaniam, a United States citizen (collectively, the "Reporting Persons"), on October 29, 2021, and amended on September 21, 2022, December 16, 2022, December 30, 2022, March 2, 2023, March 22, 2023, April 6, 2023, July 11, 2023, July 19, 2023, March 8, 2024, March 13, 2024, June 26, 2024 and March 12, 2025 (as amended, the "Schedule 13D"), with respect to the shares of common stock, par value $0.0001 per share ("Common Stock"), of Ventyx Biosciences, Inc. (the "Issuer"). Except as specifically provided herein, this Amendment No. 13 does not modify any of the information previously reported in the Schedule 13D, which remains unchanged. Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following at the end of Item 4: On March 28, 2025, NSV Investments I, L.P., which holds certain shares beneficially owned by the Reporting Persons, authorized the distribution of 1,335,450 shares of Common Stock to its limited partners (the "Distribution"). Item 5(a) of the Schedule 13D is hereby amended and restated as follows: (a) Rows (11) and (13) of each of the cover pages to this Amendment No. 13, which are hereby incorporated by reference, state the aggregate number and percentage of Common Stock outstanding owned by each Reporting Person, in each case following the Distribution, based on, in the cases of NSV Partners III, L.P. and NSV Partners III GP, LLC, (i) 71,130,054 shares of Common Stock outstanding as of February 24, 2025, as disclosed in the Issuer's Annual Report on Form 10-K filed with the Commission on February 27, 2025, and in the case of Mr. Somasundaram Subramaniam (ii) an additional 57,762 shares of Common Stock acquirable upon the exercise of vested stock options held by Mr. Subramaniam. Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this does not include a further 33,000 shares of Common Stock acquirable upon the exercise of unvested stock options held by Mr. Subramaniam, which are not currently exercisable within 60 days, and which shall vest on the earlier of (a) June 6, 2025 or (b) the day prior to the date of the next Annual Meeting of the Issuer's stockholders, subject to Mr. Subramaniam continuing to be a Service Provider (as defined in the Issuer's 2021 Equity Incentive Plan) through such vesting date. Mr. Subramaniam disclaims beneficial ownership of these reported securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is the beneficial owner of these securities for purposes of Section 16 of the Exchange Act, or for any other purpose. Item 5(b) of the Schedule 13D is hereby amended and restated as follows: The shares of Common Stock beneficially owned by the Reporting Persons consist of: (i) 1,807,664 shares owned by NSV Investments I, L.P., (ii) 1,381,606 shares owned by NSV Partners, III, L.P., (iii) 434,423 shares owned by New Science Ventures, LLC, (iv) 408,520 shares owned by NSV Partners II, LLC, and (v) 57,762 shares acquirable upon the exercise of vested stock options held by Mr. Subramaniam. Mr. Subramaniam is the majority member and managing member of each of New Science Ventures, LLC and NSV Partners II, LLC, and may be deemed to share voting and dispositive power over the (i) the 434,423 shares of Common Stock owned by New Science Ventures, LLC, and (ii) the 408,520 shares of Common Stock owned by NSV Partners II, LLC. Additionally, Mr. Subramaniam is the majority member and managing member of NSV Partners III GP, LLC, which is the general partner of NSV Partners III, L.P., which is the general partner of NSV Investments I, L.P. Each of Mr. Subramaniam, NSV Partners III GP, LLC, and NSV Partners III, L.P. may be deemed to share voting and dispositive power over the 1,807,664 shares of Common Stock owned by NSV Investments I, L.P. Mr. Subramanian, NSV Partners III, L.P. and NSV Partners III GP, LLC may be deemed to share voting and dispositive power with NSV Partners III, L.P. over the 1,381,606 shares of Common Stock owned by NSV Partners III, L.P. Accordingly, Mr. Subramaniam has sole voting and dispositive power over 57,762 shares of Common Stock underlying his vested stock options, and shared voting and dispositive power over 4,089,975 shares of Common Stock, as detailed above. Item 5(c) of the Schedule 13D is hereby amended and restated as follows: See Item 4 of Amendment No. 13, which is incorporated by reference herein. Not applicable. Item 5(e) of the Schedule 13D is hereby amended and restated as follows: NSV Investments I, L.P. ceased to be a beneficial owner of more than five percent of the Common Stock on March 10, 2025. NSV Partners III, L.P. and NSV Partners III GP, LLC ceased to be beneficial owners of more than five percent of the Common Stock on March 28, 2025. NSV Partners III, L.P. /s/ Tom Lavin 04/01/2025 NSV Partners III GP, LLC /s/ Tom Lavin 04/01/2025 Subramaniam Somu /s/ Somasundaram Subramaniam 04/01/2025