SCHEDULE 13D/A: NSV Entities Amend Ventyx Biosciences Ownership, Disclosing Share Distribution and Reduced Stakes

NSV Partners III, L.P., NSV Partners III GP, LLC, and Somasundaram Subramaniam have filed an Amendment No. 13 to their Schedule 13D, detailing a distribution of 1,335,450 Ventyx Biosciences common shares by NSV Investments I, L.P. and the subsequent reduction in their beneficial ownership percentages.

Summary

• This document is Amendment No. 13 to the Schedule 13D filing concerning beneficial ownership of Ventyx Biosciences, Inc. common stock.
• On March 28, 2025, NSV Investments I, L.P. authorized the distribution of 1,335,450 shares of Ventyx Biosciences Common Stock to its limited partners.
• Following this distribution, NSV Partners III, L.P. and NSV Partners III GP, LLC each beneficially own 3,189,270 shares, representing 4.5% of the outstanding common stock.
• Somasundaram Subramaniam beneficially owns an aggregate of 4,089,975 shares, which includes 57,762 shares acquirable upon the exercise of vested stock options, representing 5.7% of the outstanding common stock.
• NSV Investments I, L.P. ceased to be a beneficial owner of more than five percent of the Common Stock on March 10, 2025.
• NSV Partners III, L.P. and NSV Partners III GP, LLC ceased to be beneficial owners of more than five percent of the Common Stock on March 28, 2025.
• The beneficial ownership percentages are calculated based on 71,130,054 shares of Common Stock outstanding as of February 24, 2025, as disclosed in Ventyx Biosciences' Annual Report on Form 10-K filed on February 27, 2025.

Sentiment

Score: 5

Explanation: The document is neutral in sentiment as it primarily reports a change in beneficial ownership structure due to a share distribution, rather than indicating positive or negative operational or financial performance for the issuer.

Future Outlook

Mr. Somasundaram Subramaniam holds an additional 33,000 unvested stock options that are not currently exercisable within 60 days. These options are expected to vest on the earlier of June 6, 2025, or the day prior to the date of the next Annual Meeting of the Issuer's stockholders, contingent on Mr. Subramaniam continuing as a Service Provider.

Industry Context

This filing is a routine disclosure of changes in beneficial ownership by an investment group and does not provide specific insights into broader industry trends or competitive landscape for Ventyx Biosciences.

Related Party Transactions

• NSV Investments I, L.P. authorized the distribution of 1,335,450 shares of Common Stock to its limited partners. This is an internal transaction among entities and individuals associated with the Reporting Persons (NSV Partners III, L.P., NSV Partners III GP, LLC, and Somasundaram Subramaniam).

Stakeholder Impact

• Shareholders: The distribution results in a change in the institutional ownership structure, with certain NSV entities reducing their beneficial ownership below the 5% threshold. This is generally a passive change and does not directly impact the company's operations or financial health.

Next Steps

• Vesting of 33,000 unvested stock options for Mr. Subramaniam on or before June 6, 2025, subject to continued service.

Key Dates

Keywords

Ventyx Biosciences, SEC filing, Schedule 13D, beneficial ownership, share distribution, NSV Partners, common stock, investment fund