Ventyx Biosciences (VTYX) Form 4 Ventyx Biosciences / Christopher W Krueger ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Krueger Christopher W

(Last) (First) (Middle)

C/O VENTYX BIOSCIENCES, INC.

662 ENCINITAS BLVD, SUITE 250

(Street)

ENCINITAS CA 92024

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Ventyx Biosciences, Inc. [ VTYX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Business Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/17/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$33.84	01/17/2023		A		108,750		(1)	01/17/2033	Common Stock	108,750	$0.00	108,750	D
Restricted Stock Units	(2)	01/17/2023		A		18,125		(3)	(3)	Common Stock	18,125	$0.00	18,125	D

Explanation of Responses:

1. One forty-eighth (1/48th) of the total shares subject to the Option shall vest each month following January 17, 2023 (the "Vesting Commencement Date") on the same day of the month as the Vesting Commencement Date (and if there is no corresponding day, on the last day of the month), subject to the reporting person continuing to be a Service Provider, as defined in the Company's 2021 Equity Incentive Plan (the "Plan"), through each such date.

2. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Ventyx Biosciences, Inc. common stock.

3. Twenty-five percent (25%) of the restricted stock units subject to the RSU Award shall vest on the one (1) year anniversary of the RSU Vesting Commencement Date (as defined below), and twenty-five percent (25%) of the total restricted stock units subject to the RSU Award shall vest each year thereafter on each annual anniversary of the RSU Vesting Commencement Date (and if there is no corresponding day, on the last day of the month), subject to the reporting person continuing to be a Service Provider (as defined in the Plan) through each such date. The RSU Vesting Commencement Date shall mean March 28, 2023.

Remarks:

	/s/ Christopher Krueger	01/18/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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