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SCHEDULE 13D/A 0001193125-21-313476 0001889184 XXXXXXXX LIVE 12 Common stock, par value $0.0001 per share 03/10/2025 true 0001851194 92332V107 Ventyx Biosciences, Inc. 12790 El Camino Real, Suite 200 San Diego CA 92130 Somasundaram Subramaniam (212) 688-5100 New Science Ventures 500 West Putnam Avenue, Suite 400 Greenwich CT 06830 Leland S. Benton (202) 739-3000 Morgan, Lewis & Bockius LLP 1111 Pennsylvania Avenue, NW Washington DC 20004 0001889184 NSV Investments I, L.P. AF WC DE 0 3143114 0 3143114 3143114 N 4.4 PN 0001309180 NSV Partners III, L.P. AF DE 0 4524720 0 4524720 4524720 N 6.4 PN 0001889601 NSV Partners III GP, LLC AF DE 0 4524720 0 4524720 4524720 N 6.4 OO Y Somasundaram Subramaniam AF X1 57762 5367663 57762 5367663 5425425 N 7.6 IN Common stock, par value $0.0001 per share Ventyx Biosciences, Inc. 12790 El Camino Real, Suite 200 San Diego CA 92130 This Amendment No. 12 ("Amendment No. 12") amends the Statement of Beneficial Ownership on Schedule 13D jointly filed with the Securities and Exchange Commission (the "Commission") by NSV Investments I, L.P., a Delaware limited partnership, NSV Partners III, L.P., a Delaware limited partnership, NSV Partners III GP, LLC, a Delaware limited liability company and Somasundaram Subramaniam, a United States citizen (collectively, the "Reporting Persons"), on October 29, 2021, and amended on September 21, 2022, December 16, 2022, December 30, 2022, March 2, 2023, March 22, 2023, April 6, 2023, July 11, 2023, July 19, 2023, March 8, 2024, March 13, 2024 and June 26, 2024 (as amended, the "Schedule 13D"), with respect to the shares of common stock, par value $0.0001 per share ("Common Stock"), of Ventyx Biosciences, Inc. (the "Issuer"). Except as specifically provided herein, this Amendment No. 12 does not modify any of the information previously reported in the Schedule 13D, which remains unchanged. Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following at the end of Item 4: On March 10, 2025, NSV Investments I, L.P., which holds certain shares beneficially owned by the Reporting Persons, authorized the distribution of 1,735,306 shares of Common Stock to its limited partners (the "NSV I Distribution"). Item 5(a) of the Schedule 13D is hereby amended and restated as follows: Rows (11) and (13) of each of the cover pages to this Amendment No. 12, which are hereby incorporated by reference, state the aggregate number and percentage of Common Stock outstanding owned by each Reporting Person, in each case following the NSV I Distribution, based on, in the cases of NSV Investments I, L.P., NSV Partners III, L.P. and NSV Partners III GP, LLC, (i) 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 with the Commission on February 28, 2025, and in the case of Mr. Somasundaram Subramaniam and (ii) an additional 57,762 shares of Common Stock acquirable upon the exercise of vested stock options held by Mr. Subramaniam. Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended, this does not include a further 33,000 shares of Common Stock acquirable upon the exercise of unvested stock options held by Mr. Subramaniam, which are not currently exercisable within 60 days, and which shall vest on the earlier of (a) June 6, 2025 or (b) the day prior to the date of the next Annual Meeting of the Issuer's stockholders, subject to Mr. Subramaniam continuing to be a Service Provider (as defined in the Issuer's 2021 Equity Incentive Plan) through such vesting date. Mr. Subramaniam 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. Item 5(b) of the Schedule 13D is hereby amended and restated as follows: The shares of Common Stock beneficially owned by the Reporting Persons consist of: (i) 3,143,114 shares owned by NSV Investments I, L.P., (ii) 1,381,606 shares owned by NSV Partners, III, L.P., (iii) 434,423 shares owned by New Science Ventures, LLC, (iv) 408,520 shares owned by NSV Partners II, LLC, and (v) 57,762 shares acquirable upon the exercise of vested stock options held by Mr. Subramaniam. Mr. Subramaniam is the majority member and managing member of each of New Science Ventures, LLC and NSV Partners II, LLC, and may be deemed to share voting and dispositive power over the (i) the 434,423 shares of Common Stock owned by New Science Ventures, LLC, and (ii) the 408,520 shares of Common Stock owned by NSV Partners II, LLC. Additionally, Mr. Subramaniam is the majority member and managing member of NSV Partners III GP, LLC, which is the general partner of NSV Partners III, L.P., which is the general partner of NSV Investments I, L.P. Each of Mr. Subramaniam, NSV Partners III GP, LLC, and NSV Partners III, L.P. may be deemed to share voting and dispositive power with NSV Investments I, L.P. over the 3,143,114 shares of Common Stock owned by NSV Investments I, L.P. Mr. Subramanian, NSV Partners III, L.P. and NSV Partners III GP, LLC may be deemed to share voting and dispositive power with NSV Partners III, L.P. over the 1,381,606 shares of Common Stock owned by NSV Partners III, L.P. Accordingly, Mr. Subramaniam has sole voting and dispositive power over 57,762 shares underlying his vested stock options, and shared voting and dispositive power over 5,425,425 shares of Common Stock, as detailed above. Item 5(c) of the Schedule 13D is hereby amended and restated as follows: See Item 4 of Amendment No. 12, which is incorporated by reference herein. Item 6 of the Schedule 13D is hereby amended and supplemented to include the disclosure in Item 5 of Amendment No. 12 regarding Mr. Subramaniam's stock options. Item 7 of the Schedule 13D is hereby amended and supplemented to include the following exhibit: Exhibit J - Ventyx Biosciences, Inc. 2021 Equity Incentive Plan and forms of agreements thereunder (incorporated by reference to Exhibit 10.3 to the Issuer's Annual Report on Form 10-K, dated March 23, 2023). NSV Investments I, L.P. /s/ Tom Lavin Tom Lavin/Partner 03/12/2025 NSV Partners III, L.P. /s/ Tom Lavin Tom Lavin/Partner 03/12/2025 NSV Partners III GP, LLC /s/ Tom Lavin Tom Lavin/Partner 03/12/2025 Somasundaram Subramaniam /s/ Somasundaram Subramaniam Somasundaram Subramaniam 03/12/2025