Sec Form 13D Filing - NSV Investments I L.P. filing for Ventyx Biosciences Inc. (VTYX) - 2024-03-08

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

———————

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 9)^*

 

———————

 

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:

Leland S. Benton

Morgan, Lewis & Bockius LLP

1111 Pennsylvania Avenue, NW

Washington, DC 20004

(202) 739-3000

 

(Date of Event Which Requires Filing of this Statement)

———————

 

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 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

13D/A

Page 2 of 6 Pages

 

1	NAME 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 ITEM 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   5,004,071
			9	SOLE DISPOSITIVE POWER   0
			10	SHARED DISPOSITIVE POWER   5,004,071
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   5,004,071
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)   ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   8.5%
14	TYPE OF REPORTING PERSON   PN

1	NAME OF REPORTING PERSONS   NSV Partners III, 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)   AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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   7,596,692
			9	SOLE DISPOSITIVE POWER   0
			10	SHARED DISPOSITIVE POWER   7,596,692
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   7,596,692
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)   ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   12.8%
14	TYPE OF REPORTING PERSON   PN

1	NAME 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 ITEM 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   7,596,692
			9	SOLE DISPOSITIVE POWER   0
			10	SHARED DISPOSITIVE POWER   7,596,692
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   7,596,692
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)   ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   12.8%
14	TYPE OF REPORTING PERSON   OO

CUSIP No. 92332V107

13D/A

Page 5 of 6 Pages

1	NAME 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 ITEM 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   8,439,635
			9	SOLE DISPOSITIVE POWER   0
			10	SHARED DISPOSITIVE POWER   8,439,635
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   8,439,635
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)   ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   14.2%
14	TYPE OF REPORTING PERSON   IN

Exhibit		Description
H		Form of Lock-Up Agreement for Mr. Subramaniam (incorporated by reference to Exhibit A of Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed on March 7, 2024).
I		Form of Lock-Up Agreement for the NSV Funds.

	NSV Investments I, L.P.
	By:		/s/ Tom Lavin
	Name:		Tom Lavin
	Title:		Partner
	NSV Partners III, L.P.
	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

*

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.

•

Sell or Offer to Sell any Shares or Related Securities currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Exchange Act) by the undersigned or such Family Member,

•

enter into any Swap,

•

make any demand for, or exercise any right with respect to, the registration under the Securities Act of the offer and sale of any Shares or Related Securities, or cause to be filed a registration statement, prospectus or prospectus supplement (or an amendment or supplement thereto) with respect to any such registration, or

•

publicly announce any intention to do any of the foregoing.

i.

as a bona fide gift or gifts,

ii.

by will or intestacy,

iii.

to any trust or other entities formed for the direct or indirect benefit of the undersigned or a Family Member of the undersigned,

iv.

to any Family Member,

v.

if the undersigned is a trust, to a trustor, trustee or beneficiary of the trust or to the estate of a beneficiary of such trust,

vi.

to a corporation, partnership, limited liability company or other entity of which the undersigned or any Family Member is the legal and beneficial owner of all of the outstanding equity securities or similar interests,

vii.

if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act) of the undersigned (including, for the avoidance of doubt, any wholly-owned direct or indirect subsidiary of the undersigned or to the immediate or indirect parent entity of the undersigned), or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership), or (B) as part of a distribution, transfer or other disposition by the undersigned to its stockholders, partners, members or other equity holders,

viii.

that the undersigned may purchase in open market transactions after the completion of the Private Placement;

ix.

by operation of law pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of a marriage or civil union, provided that such Shares or Related Securities shall remain subject to the terms of this letter agreement,

x.

in connection with the exercise or settlement on a cash basis of options or restricted stock units granted under a stock incentive plan or other equity award plan, which plan is described in the Company’s filings with the SEC, provided that any Shares or Related Securities

received as a result of such exercise, vesting or settlement shall remain subject to the terms of this letter agreement,

xi.

to the Company (A) in connection with the “net” or “cashless” exercise of options or other rights to purchase Shares or Related Securities from the Company (including any transfer to the Company for the payment of tax withholdings or remittance payments due as a result of such exercise), which options or rights are described in the Company’s filings with the SEC, and (B) in connection with the vesting or settlement of restricted stock units, for the payment of tax withholdings or remittance payments due as a result of the vesting or settlement of such restricted stock units, in all such cases, pursuant to equity awards granted under a stock incentive plan or other equity award plan, which plan is described in the Company’s filings with the SEC, provided that any Shares or Related Securities received as a result of such exercise, vesting or settlement shall remain subject to the terms of this letter agreement,

xii.

in connection with sales of the undersigned’s Shares or Related Securities made pursuant to a 10b5-1 trading plan (“10b5-1 Trading Plan”) that is designed to comply with Rule 10b5-1 under the Exchange Act (as such rule was in effect at the time any such 10b5-1 Trading Plan was adopted) that has been entered into by the undersigned prior to the date of this letter agreement and provided to the Placement Agents and their counsel, provided that (i) such 10b5-1 Trading Plan is not modified during the Lock-up Period, (ii) the entry into such 10b5-1 Trading Plan has previously been publicly disclosed under the Exchange Act, and (iii) to the extent a public announcement or filing under the Exchange Act, if any, is required of the undersigned or the Company regarding any such sales, such announcement or filing shall include a statement to the effect that any sales were effected pursuant to such 10b5-1 Trading Plan and no other public announcement shall be required or shall be made voluntarily in connection with such sales; and

xiii.

pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of the Company’s capital stock involving a Change of Control of the Company, provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the undersigned’s Shares and Related Securities shall remain subject to the provisions of this letter agreement.

•

in the case of any transfer pursuant to clauses (i) through (vii) and (ix) above, each transferee executes and delivers to the Placement Agents a lock-up letter in the form of this letter agreement,

•

in the case of any transfer pursuant to clauses (i) through (viii) above, no public disclosure or filing shall be required, or made voluntarily, during the Lock-up Period reporting a reduction in beneficial ownership of Shares in connection with such transfer, in the case of any transfer pursuant to clauses (ix), (x) and (xi) above, no public disclosure or filing reporting a change in beneficial ownership of Shares or Related Securities shall be made voluntarily during the Lock-up Period, and if the undersigned is required to file a report under Section 16 of the Exchange Act reporting a change in beneficial ownership of Shares or Related Securities during the Lock-up Period, the undersigned shall include a statement in such report to the effect that such transfer relates to the circumstances described in clause (ix), (x) or (xi), as applicable, and

•

in the case of any transfer pursuant to clauses (i) through (vii) above, such transfer shall not involve a disposition for value.

	Very truly yours,
	By:________________________________________
	Name of Security Holder (Print exact name)
	By:________________________________________
	Signature
	If not signing in an individual capacity:
	________________________________________
	Name of Authorized Signatory (Print)
	________________________________________
	Title of Authorized Signatory (Print)
	(indicate capacity of person signing if signing as custodian, trustee, or on behalf of an entity)

•

“Call Equivalent Position” shall have the meaning set forth in Rule 16a-1(b) under the Exchange Act.

•

“Change of Control” means the consummation of any bona fide third party tender offer, merger, consolidation or other similar transaction following the completion of the Private Placement and approved by the Board of Directors of the Company, the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, other than the Company or its subsidiaries, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of more than 50% of the total voting power of the voting stock of the Company.

< td style="width: 18pt; vertical-align: top;">•

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

•

“Family Member” shall mean the spouse of the undersigned, an immediate family member of the undersigned or an immediate family member of the undersigned’s spouse, in each case living in the undersigned’s household or whose principal residence is the undersigned’s household (regardless of whether such spouse or family member may at the time be living elsewhere due to educational activities, health care treatment, military service, temporary internship or employment or otherwise).  “Immediate family member” as used above shall have the meaning set forth in Rule 16a-1(e) under the Exchange Act.

•

“Lock-up Period” shall mean the period beginning on the date hereof and continuing through the close of trading on the date that is two (2) trading days immediately following the Company’s public release of earnings for its first quarter ending March 31, 2024.

•

“Put Equivalent Position” shall have the meaning set forth in Rule 16a-1(h) under the Exchange Act.

•

“Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for or convertible into Shares.

•

“Securities Act” shall mean the Securities Act of 1933, as amended.

•

“Stock Purchase Agreement” shall mean the definitive stock purchase agreement entered into in connection with the Private Placement.

•

“Sell or Offer to Sell” shall mean to:

–

sell, offer to sell, contract to sell or lend,

–

effect any short sale or establish or increase a Put Equivalent Position or liquidate or decrease any Call Equivalent Position

–

pledge, hypothecate or grant any security interest in, or

–

in any other way transfer or dispose of,

•

“Swap” shall mean any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise.