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Ownership Document
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| Schema Version: X0508 |
| Document Type: 4 |
| Period of Report: 4/12/24 |
| Issuer: |
| Issuer CIK: 1851194 |
| Issuer Name: Ventyx Biosciences, Inc. |
| Issuer Trading Symbol: VTYX |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1508910 |
| | Owner Name: Subramaniam Somu |
| Reporting Owner Address: |
| | Owner Street 1: C/O VENTYX BIOSCIENCES, INC. |
| | Owner Street 2: 12790 EL CAMINO REAL, SUITE 200 |
| | Owner City: SAN DIEGO |
| | Owner State: CA |
| | Owner ZIP Code: 92130 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? Yes |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| | Officer Title: |
| | Other Text: |
| Aff 10b5 One: 0 |
| Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 4/12/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: J |
| | | Equity Swap Involved? No |
| | | Footnote ID: F1 |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 695,339 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 7,744,296 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See Footnote |
| Footnote ID: F2 |
| Footnote ID: F3 |
| Footnote ID: F4 |
| Derivative Table: |
| Footnotes: |
| Footnote - F1: NSV Investments III, L.P. distributed shares to its limited partners on a pro rata basis, for no consideration. |
| Footnote - F2: NSV Partners III, L.P. is the general partner of NSV Investments I, L.P., NSV Investments III, L.P., and NSV Investments II, L.P. |
| Footnote - F3: The reporting person 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, L.P. is general partner. The reporting person is the majority member and managing member NSV Partners II, LLC. The reporting person is the majority member and managing member of New Science Ventures, LLC. The reporting person disclaims beneficial ownership over the shares owned by each of the NSV Funds (as defined below), except to the extent of his pecuniary interest therein. |
| Footnote - F4: The shares beneficially owned by the reporting persons consist of: (i) 5,004,071 shares owned by NSV Investments I, L.P., (ii) 283,496 shares owned by NSV Investments III, L.P., (iii) 1,381,606 shares owned by NSV Partners III, L.P., (iv) 434,423 shares owned by New Science Ventures, LLC, (v) 408,520 shares owned by NSV Partners II, LLC, and (vi) 232,180 shares owned by NSV Investments II, L.P. (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. |
| Owner Signature: |
| Signature Name: /s/ Martin D. Auster, as Attorney-in-Fact |
| Signature Date: 4/16/24 |
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