Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Ventyx Biosciences, Inc.
(Name of Issuer)
Common stock, par value $0.0001 per share
(Title of Class of Securities)
92332V107
(CUSIP Number)
Somasundaram Subramaniam
New Science Ventures
500 West Putnam Avenue, Suite 400
Greenwich, CT 06830
(212) 688-5100
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
with a copy to:
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* |
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 92332V107
1 |
NAMES OF REPORTING PERSONS
NSV Investments I, L.P. |
|||||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
|
|||||
3 |
SEC USE ONLY
|
|||||
4 |
SOURCE OF FUNDS (See Instructions)
WC, AF |
|||||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ |
|||||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 |
SOLE VOTING POWER
0 |
||||
8 |
SHARED VOTING POWER
5,873,225 |
|||||
9 |
SOLE DISPOSITIVE POWER
0 |
|||||
10 |
SHARED DISPOSITIVE POWER
5,873,225 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,873,225 |
|||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ |
|||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.4%1 |
|||||
14 |
TYPE OF REPORTING PERSON (See Instructions)
PN |
1 |
NAMES OF REPORTING PERSONS
NSV Partners III, LP |
|||||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
|
|||||
3 |
SEC USE ONLY
|
|||||
4 |
SOURCE OF FUNDS (See Instructions)
AF |
|||||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ |
|||||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 |
SOLE VOTING POWER
0 |
||||
8 |
SHARED VOTING POWER
12,239,954 |
|||||
9 |
SOLE DISPOSITIVE POWER
0 |
|||||
10 |
SHARED DISPOSITIVE POWER
12,239,954 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,239,954 |
|||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ |
|||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.8%1 |
|||||
14 |
TYPE OF REPORTING PERSON (See Instructions)
PN |
1 |
Percentage calculated based on 50,917,801 shares of Common Stock outstanding as of August 10, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q
filed with the Commission on August 15, 2022, and a further 5,350,000 shares of Common Stock issued by the Issuer on September 20, 2022, as disclosed by the Issuer in its press release dated September 19, 2022.
|
CUSIP No. 92332V107
1 |
NAMES OF REPORTING PERSONS
NSV Partners III GP, LLC |
|||||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
|
|||||
3 |
SEC USE ONLY
|
|||||
4 |
SOURCE OF FUNDS (See Instructions)
AF |
|||||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ |
|||||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 |
SOLE VOTING POWER
0 |
||||
8 |
SHARED VOTING POWER
12,239,954 |
|||||
9 |
SOLE DISPOSITIVE POWER
0 |
|||||
10 |
SHARED DISPOSITIVE POWER
12,239,954 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,239,954 |
|||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ |
|||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.8%1 |
|||||
14 |
TYPE OF REPORTING PERSON (See Instructions)
OO |
1 |
Percentage calculated based on 50,917,801 shares of Common Stock outstanding as of August 10, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q
filed with the Commission on August 15, 2022, and a further 5,350,000 shares of Common Stock issued by the Issuer on September 20, 2022, as disclosed by the Issuer in its press release dated September 19, 2022.
|
CUSIP No. 92332V107
1 |
NAMES OF REPORTING PERSONS
Somasundaram Subramaniam |
|||||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
|
|||||
3 |
SEC USE ONLY
|
|||||
4 |
SOURCE OF FUNDS (See Instructions)
AF |
|||||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ |
|||||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
USA |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 |
SOLE VOTING POWER
0 |
||||
8 |
SHARED VOTING POWER
16,892,528 |
|||||
9 |
SOLE DISPOSITIVE POWER
0 |
|||||
10 |
SHARED DISPOSITIVE POWER
16,892,528 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,892,528 |
|||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ |
|||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.0%1 |
|||||
14 |
TYPE OF REPORTING PERSON (See Instructions)
IN |
1 |
Percentage calculated based on 50,917,801 shares of Common Stock outstanding as of August 10, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q
filed with the Commission on August 15, 2022, and a further 5,350,000 shares of Common Stock issued by the Issuer on September 20, 2022, as disclosed by the Issuer in its press release dated September 19, 2022.
|
CUSIP No. 92332V107
1 |
NAMES OF REPORTING PERSONS
NSV Partners II, LLC |
|||||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
|
|||||
3 |
SEC USE ONLY
|
|||||
4 |
SOURCE OF FUNDS (See Instructions)
AF |
|||||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ |
|||||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 |
SOLE VOTING POWER
0 |
||||
8 |
SHARED VOTING POWER
2,894,887 |
|||||
9 |
SOLE DISPOSITIVE POWER
0 |
|||||
10 |
SHARED DISPOSITIVE POWER
2,894,887 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,894,887 |
|||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ |
|||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%1 |
|||||
14 |
TYPE OF REPORTING PERSON (See Instructions)
PN |
1 |
Percentage calculated based on 50,917,801 shares of Common Stock outstanding as of August 10, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q
filed with the Commission on August 15, 2022, and a further 5,350,000 shares of Common Stock issued by the Issuer on September 20, 2022, as disclosed by the Issuer in its press release dated September 19, 2022.
|
CUSIP No. 92332V107
Exhibit
|
Description
|
|
C
|
Form of Lock-Up Agreement (incorporated by reference to Exhibit B of Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed on September 19, 2022).
|
CUSIP No. 92332V107
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: September 20, 2022
NSV Investments I, L.P. | ||
By: |
/s/ Tom Lavin |
|
Name: | Tom Lavin | |
Title: |
Partner |
|
NSV Partners III, LP | ||
By: |
/s/ Tom Lavin |
|
Name: | Tom Lavin | |
Title: | Partner | |
NSV Partners III GP, LLC | ||
By: |
/s/ Tom Lavin |
|
Name: | Tom Lavin | |
Title: | Partner | |
Somasundaram Subramaniam | ||
By: |
/s/ Somasundaram Subramaniam* |
|
Name: | Somasundaram Subramaniam | |
NSV Partners II, LLC | ||
By: |
/s/ Tom Lavin |
|
Name: | Tom Lavin | |
Title: | Partner |
* |
This reporting person disclaims beneficial ownership of these reported securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is the beneficial owner of these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 10001).