Ventyx Biosciences (VTYX) Form 4 Ventyx Biosciences / COREY S GOODMAN 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^*

venBio Global Strategic Fund III, L.P.

(Last) (First) (Middle)

1700 OWENS STREET

SUITE 595

(Street)

SAN FRANCISCO CA 94158

(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	X	10% Owner
	Officer (give title below)	X	Other (specify below)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
06/09/2022

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

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

	Form filed by One Reporting Person
X	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)	$16.54	06/09/2022		A		13,301		(1)	06/09/2032	Common Stock	13,301	$0	13,301	I	See footnote(2)(4)
Stock Option (right to buy)	$16.54	06/09/2022		A		13,301		(1)	06/09/2032	Common Stock	13,301	$0	13,301	I	See footnote(3)(4)

1. Name and Address of Reporting Person^*

venBio Global Strategic Fund III, L.P.

(Last) (First) (Middle)

1700 OWENS STREET

SUITE 595

(Street)

SAN FRANCISCO CA 94158

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VENBIO GLOBAL STRATEGIC GP III, L.P.

(Last) (First) (Middle)

1700 OWENS STREET

SUITE 595

(Street)

SAN FRANCISCO CA 94158

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VENBIO GLOBAL STRATEGIC GP III, LTD

(Last) (First) (Middle)

1700 OWENS STREET

SUITE 595

(Street)

SAN FRANCISCO CA 94158

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Adelman Robert J

(Last) (First) (Middle)

1700 OWENS STREET

SUITE 595

(Street)

SAN FRANCISCO CA 94158

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GOODMAN COREY S

(Last) (First) (Middle)

1700 OWENS STREET

SUITE 595

(Street)

SAN FRANCISCO CA 94158

(City) (State) (Zip)

Explanation of Responses:

1. The shares subject to the option shall vest on the earlier of (i) the one-year anniversary of the date of grant or, (ii) the day prior to the date of the Annual Meeting of the Issuer's stockholders next following the date the option was granted, in each case, subject to the relevant director (Dr. Royston and Dr. Gaster) continuing to be Service Provider (as defined in the Issuer's 2021 Equity Incentive Plan) through the applicable vesting date.

2. Represents options awarded to Aaron Royston, a director and partner of venBio Global Strategic GP III, Ltd. ("venBio Ltd"), pursuant to the annual equity grant under the Issuer's non-employee director compensation policy. These options are held for the benefit of venBio Global Strategic Fund III, L.P. ("venBio III"). Pursuant to policies of venBio Partners, the manager of venBio III, with respect to director compensation, upon the exercise of these options and sale of the underlying securities, the proceeds will be remitted to venBio III. Dr. Royston disclaims beneficial ownership over the shares underlying the options held for the benefit of venBio III except to the extent of his pecuniary interest therein.

3. Represents options awarded to Richard Gaster, a partner of venBio Global Strategic GP III, L.P. ("venBio GP"), pursuant to the annual equity grant under the Issuer's non-employee director compensation policy. These options are held for the benefit of venBio III. Pursuant to policies of venBio Partners, the manager of venBio III, with respect to director compensation, upon the exercise of these options and sale of the underlying securities, the proceeds will be remitted to venBio III. Dr. Gaster disclaims beneficial ownership over the shares underlying the options held for the benefit of venBio III.

4. venBio GP is the sole general partner of venBio III. venBio Ltd. is the sole general partner of venBio GP. Dr. 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 III. Each of the Directors, together with venBio Ltd and venBio GP, disclaims beneficial ownership over the shares underlying the options held for the benefit of venBio III except to the extent of their pecuniary interest therein.

Remarks:

This Form 4 is being filed in conjunction with the Form 4 filed simultaneously by Dr. Royston and Dr. Gaster. Each of Dr. Royston and Dr. Gaster, who is affiliated with the Reporting Persons, serves on the Issuer's board of directors. Each of the reporting persons may be deemed directors of the Issuer by deputization of each of Dr. Royston and Dr. Gaster.

	venBio Global Strategic Fund III, L.P., by: venBio Global Strategic GP III, L.P., its general partner, by: venBio Global Strategic GP III, Ltd., its general partner, by: /s/ David Pezeshki, as attorney-in-fact	06/10/2022
	venBio Global Strategic GP III, L.P., by: venBio Global Strategic GP III, Ltd., its general partner, by: /s/ David Pezeshki as attorney-in-fact	06/10/2022
	venBio Global Strategic GP III, Ltd., by: /s/ David Pezeshki, as attorney-in-fact	06/10/2022
	Corey Goodman, by: /s/ David Pezeshki, as attorney-in-fact	06/10/2022
	Robert Adelman, by: /s/ David Pezeshki, as attorney-in-fact	06/10/2022
	** Signature of Reporting Person	Date
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