Filing Details
- Accession Number:
- 0000929638-22-001419
- Form Type:
- 13D Filing
- Publication Date:
- 2022-09-20 20:00:00
- Filed By:
- Nsv Investments I, L.p.
- Company:
- Ventyx Biosciences Inc.
- Filing Date:
- 2022-09-21
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
NSV Investments I | 0 | 5,873,225 | 0 | 5,873,225 | 5,873,225 | 10.4% |
NSV Partners III | 0 | 12,239,954 | 0 | 12,239,954 | 12,239,954 | 21.8% |
NSV Partners III GP | 0 | 12,239,954 | 0 | 12,239,954 | 12,239,954 | 21.8% |
Somasundaram Subramaniam | 0 | 16,892,528 | 0 | 16,892,528 | 16,892,528 | 30.0% |
NSV Partners II | 0 | 2,894,887 | 0 | 2,894,887 | 2,894,887 | 5.1% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Ventyx Biosciences, Inc.
(Name of Issuer)
Common stock, par value $0.0001 per share
(Title of Class of Securities)
92332V107
(CUSIP Number)
Somasundaram Subramaniam
New Science Ventures
500 West Putnam Avenue, Suite 400
Greenwich, CT 06830
(212) 688-5100
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
with a copy to:
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 92332V107
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
SHARED VOTING POWER
5,873,225
10SHARED DISPOSITIVE POWER
5,873,225
TYPE OF REPORTING PERSON (See Instructions)
PN
1 | Percentage calculated based on 50,917,801 shares of the common stock, par value $0.0001 per share (the “Common Stock”) of Ventyx Biosciences, Inc. (the “Issuer”)
outstanding as of August 10, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “Commission”) on August 15, 2022, and a further 5,350,000
shares of Common Stock issued by the Issuer on September 20, 2022, as disclosed by the Issuer in its press release dated September 19, 2022. |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
SHARED VOTING POWER
12,239,954
10SHARED DISPOSITIVE POWER
12,239,954
TYPE OF REPORTING PERSON (See Instructions)
PN
1 | Percentage calculated based on 50,917,801 shares of Common Stock outstanding as of August 10, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q
filed with the Commission on August 15, 2022, and a further 5,350,000 shares of Common Stock issued by the Issuer on September 20, 2022, as disclosed by the Issuer in its press release dated September 19, 2022. |
CUSIP No. 92332V107
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
SHARED VOTING POWER
12,239,954
10SHARED DISPOSITIVE POWER
12,239,954
TYPE OF REPORTING PERSON (See Instructions)
OO
1 | Percentage calculated based on 50,917,801 shares of Common Stock outstanding as of August 10, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q
filed with the Commission on August 15, 2022, and a further 5,350,000 shares of Common Stock issued by the Issuer on September 20, 2022, as disclosed by the Issuer in its press release dated September 19, 2022. |
CUSIP No. 92332V107
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
SHARED VOTING POWER
16,892,528
10SHARED DISPOSITIVE POWER
16,892,528
TYPE OF REPORTING PERSON (See Instructions)
IN
1 | Percentage calculated based on 50,917,801 shares of Common Stock outstanding as of August 10, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q
filed with the Commission on August 15, 2022, and a further 5,350,000 shares of Common Stock issued by the Issuer on September 20, 2022, as disclosed by the Issuer in its press release dated September 19, 2022. |
CUSIP No. 92332V107
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
SHARED VOTING POWER
2,894,887
10SHARED DISPOSITIVE POWER
2,894,887
TYPE OF REPORTING PERSON (See Instructions)
PN
1 | Percentage calculated based on 50,917,801 shares of Common Stock outstanding as of August 10, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q
filed with the Commission on August 15, 2022, and a further 5,350,000 shares of Common Stock issued by the Issuer on September 20, 2022, as disclosed by the Issuer in its press release dated September 19, 2022. |
CUSIP No. 92332V107
Exhibit | Description | |
C | Form of Lock-Up Agreement (incorporated by reference to Exhibit B of Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed on September 19, 2022). |
CUSIP No. 92332V107
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: September 20, 2022
Name: Tom Lavin
Name: Tom Lavin
Name: Somasundaram Subramaniam
Name: Tom Lavin
* | This reporting person 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 Securities Exchange Act of 1934, as amended, or for any other purpose. |
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 10001).