Ventyx Biosciences, Inc. — Director's Dealing 2021

Oct 26, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Ventyx Biosciences, Inc. (VTYX)
CIK: 0001851194
Period of Report: 2021-10-25

Reporting Person: venBio Global Strategic Fund III, L.P. (10% Owner, See Remarks)
Reporting Person: VENBIO GLOBAL STRATEGIC GP III, L.P. (10% Owner, See Remarks)
Reporting Person: VENBIO GLOBAL STRATEGIC GP III, LTD (10% Owner, See Remarks)
Reporting Person: Adelman Robert J (10% Owner, See Remarks)
Reporting Person: GOODMAN COREY S (10% Owner, See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-10-25	Common Stock	C	3684769	—	Acquired	3684769	Direct
2021-10-25	Common Stock	P	312500	$16	Acquired	3997269	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-10-25	Series A Preferred Stock	$	C	3289742	Disposed		Common Stock (3289742)	Direct
2021-10-25	Series B Preferred Stock	$	C	395027	Disposed		Common Stock (395027)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1014267	Indirect

Footnotes

F1: All shares of the preferred stock, par value $0.0001 per share, of the Issuer automatically converted on a one-for-one basis to shares of the Issuer's common stock, par value $0.0001 per share ("Common Stock") immediately prior to the closing of the Issuer's initial public offering of its Common Stock. The preferred stock had no expiration date.

F2: Shares held by venBio SPV III, LLC ("venBio SPV"). venBio SPV is wholly owned and managed by venBio Global Strategic Fund III, L.P. ("venBio III"). venBio Global Strategic GP III, L.P., a Cayman Islands partnership ("venBio GP") is the sole general partner of venBio III. venBio Global Strategic GP III, Ltd., a Cayman Islands company ("venBio Ltd") is the sole general partner of venBio GP. Aaron Royston, Robert Adelman and Corey Goodman (collectively, the "Directors") are each a director of venBio Ltd and may be deemed to share voting and dispositive power over the shares held by venBio SPV. Each of the Directors, together with venBio Ltd and venBio GP, disclaims beneficial ownership over the shares held by venBio SPV except to the extent of their pecuniary interest therein.

F3: Shares held by venBio III. venBio GP is the sole general partner of venBio III. venBio Ltd is the sole general partner of venBio GP. The Directors are each a director of venBio Ltd and may be deemed to share voting and dispositive power over the shares held by venBio III. Each of the Directors, together with venBio Ltd and venBio GP, disclaims beneficial ownership over the shares held by venBio III except to the extent of their pecuniary interest therein.