SCHEDULE 13D/A: Major Shareholder Amends Ventyx Biosciences Stake Following Internal Share Distribution

NSV Investments I, L.P. and affiliated entities have updated their beneficial ownership in Ventyx Biosciences, Inc. through an Amendment No. 12 to Schedule 13D, reflecting a distribution of 1.73 million shares to limited partners.

Summary

• This document is Amendment No. 12 to a Schedule 13D filing, updating the beneficial ownership of NSV Investments I, L.P., NSV Partners III, L.P., NSV Partners III GP, LLC, and Somasundaram Subramaniam in Ventyx Biosciences, Inc.
• On March 10, 2025, NSV Investments I, L.P. authorized the distribution of 1,735,306 shares of Ventyx Biosciences Common Stock to its limited partners.
• Following this distribution, NSV Investments I, L.P. beneficially owns 3,143,114 shares, representing 4.4% of the class.
• NSV Partners III, L.P. and NSV Partners III GP, LLC each beneficially own 4,524,720 shares, representing 6.4% of the class.
• Somasundaram Subramaniam beneficially owns an aggregate of 5,425,425 shares, representing 7.6% of the class, which includes 57,762 shares acquirable upon the exercise of his vested stock options.
• The beneficial ownership percentages are calculated based on 71,130,054 shares of Common Stock outstanding as of February 24, 2025, as disclosed in the Issuer's Annual Report on Form 10-K filed on February 28, 2025.
• Mr. Subramaniam also holds an additional 33,000 unvested stock options, which are not currently exercisable within 60 days but will vest on the earlier of June 6, 2025, or the day prior to the next Annual Meeting of the Issuer's stockholders.

Sentiment

Score: 5

Explanation: The document is a factual and procedural update regarding changes in beneficial ownership due to an internal share distribution. It contains no information that would inherently indicate a positive or negative sentiment for the company's operations or future prospects.

Future Outlook

The document does not provide forward-looking statements or guidance regarding the Issuer's operational or financial performance. It primarily details changes in beneficial ownership of a major shareholder.

Industry Context

This filing is a routine disclosure of a change in beneficial ownership by a major shareholder group in Ventyx Biosciences, Inc. It does not provide broader industry trends or competitive analysis.

Stakeholder Impact

• Shareholders: The distribution alters the concentration of ownership among the reporting persons and their limited partners, potentially affecting voting power dynamics.
• Investment Professionals: Provides updated data on significant shareholder holdings for analysis.

Next Steps

• Vesting of Somasundaram Subramaniam's 33,000 unvested stock options on the earlier of June 6, 2025, or the day prior to the next Annual Meeting of the Issuer's stockholders.

Key Dates

Keywords

Ventyx Biosciences, SEC filing, Schedule 13D, beneficial ownership, share distribution, NSV Investments, Somasundaram Subramaniam, common stock