NSV Partners III GP LLC 的 Form 4/A 修正申報

修正

Ventyx Biosciences, Inc.（VTYX），2023/7/19 申報

申報編號: 0000950170-23-033576
申報時間: 2023/7/19 19:10 ET
交易日: 2023/7/7
申報延遲: 12 天
10b5-1 計畫: 沒有勾選
原始申報日: 2023/7/11

SEC EDGAR 原文（在新分頁開啟）

這份申報列了 4 筆非衍生性交易。公開市場賣出合計 $352.3 萬。交易後 12 天申報。

這份修正申報取代了 0000950170-23-032585（2023/7/11 申報）。

申報人

一份 Form 4 可以有好幾位申報人，例如本人與他控制的基金。各交易表上顯示的是第一位。

這份申報的申報人
申報人	與公司的關係
NSV Partners III GP LLCCIK 0001889601	持股 10% 以上大股東
NSV Partners III LPCIK 0001890004	持股 10% 以上大股東

非衍生性證券（表 I）

普通股等股票的取得與處分，每一列是申報上的一筆。

非衍生性證券的交易
交易日	證券	交易	股數	價格	金額	交易後持股	持有方式	旗標
2023/7/7	Stock	S賣出處分	−75,686	$34.99^F3	−$2,648,094.2	9,577,279	間接
2023/7/7	Common Stock	S賣出處分	−20,718	$35.82^F8	−$742,170.56	9,556,561	間接
2023/7/7	Common Stock	S賣出處分	−3,596	$36.93^F9	−$132,792.01	9,552,965	間接
2023/7/7	Common Stock	J其他處分	−964,178	$0.00	$0	8,588,787	間接	重複申報

附註與備註

本站收錄交易價格引用的附註、修正申報（Form 4/A）的全部附註，以及申報的備註。其他附註，例如間接持有的方式、交易計畫的細節，請看 SEC EDGAR 上的原文。

On July 11, 2023, the reporting persons filed a Form 4 which omitted a statement disclosing that the sales reported in the original Form 4 were effected pursuant to a Rule 10b5-1 trading plan. The original Form 4 also misreported the number of shares distributed by certain of the NSV Distributing Funds (as defined below), with the correct amounts set forth below. The original Form 4 also omitted the receipt of certain shares by NSV Partners III, L.P. and NSV Partners II, LLC, with the correct amounts set forth below.

The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by NSV Partners III, L.P. on February 24, 2023.

Represents the weighted average share price of an aggregate total of 75,686 shares sold in the price range of $34.52 to $35.515. The reporting owner undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

表 I 有 1 筆交易的價格引用這則附註。

NSV Partners III, L.P. is the general partner of NSV 2018 New Horizons Fund, L.P., NSV Investments I, L.P., NSV 2018 Opportunities Fund, L.P., NSV 2019 Opportunities Fund, L.P., NSV Growth Opportunities Fund, L.P., NSV Investments III, L.P., and NSV Investments II, L.P. (collectively, the "NSV Partners III Funds").

NSV Partners II, LLC is the general partner of New Science Ventures Fund III, L.P., New Science Ventures Fund III (Offshore), L.P., NSV 2016 Opportunities Fund, L.P., NSV 2016 Opportunities Fund (Offshore), L.P., NSV 2017 Opportunities Fund, L.P., and NSV Master Limited Partnership II, L.P. (collectively, the "NSV Partners II Funds").

Somasundaram Subramaniam is the majority member and managing member of NSV Partners III GP, LLC, and may be deemed to have voting and dispositive power over the shares owned by each entity of which NSV Partners III, L.P. is general partner. Mr. Subramaniam is the majority member and managing member NSV Partners II, LLC, and may be deemed to have voting and dispositive power over the shares owned by each entity of which NSV Partners II, LLC is general partner. Mr. Subramaniam is the majority member and managing member of NSV Management, LLC, and may be deemed to share voting and dispositive power over the shares owned by Life & Tech, for which NSV Management, LLC is the investment advisor.

(Continued from Footnote 6) Mr. Subramaniam is the majority member and managing member of New Science Ventures, LLC. Mr. Subramaniam disclaims beneficial ownership over the shares owned by each of the NSV Funds, the NSV Distributing Funds (each as defined below) and Life & Tech, except to the extent of his pecuniary interest therein. Mr. Subramaniam is a director of the issuer and files separate reports under Section 16 of the Securities Exchange Act of 1934, as amended.

Represents the weighted average share price of an aggregate total of 20,718 shares sold in the price range of $35.52 to $36.465. The reporting owner undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

表 I 有 1 筆交易的價格引用這則附註。

Represents the weighted average share price of an aggregate total of 3,596 shares sold in the price range of $36.525 to $37.22. The reporting owner undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

表 I 有 1 筆交易的價格引用這則附註。

F10

Consists of: (i) 5,286,971 shares owned by NSV Investments I, L.P., (ii) 1,037,831 shares owned by NSV Investments III, L.P., (iii) 374,756 shares owned by NSV Master Limited Partnership II, L.P., (iv) 248,532 shares owned by NSV 2019 Opportunities Fund, L.P., (v) 212,001 shares owned by NSV 2018 New Horizons Fund, L.P., (vi) 330,816 shares owned by Life & Tech, (vii) 434,423 shares owned by New Science Ventures, LLC, (viii) 867,609 shares owned by NSV Partners III, L.P., (ix) 279,748 shares owned by NSV Investments II, L.P., (x) 296,359 shares owned by NSV Partners II, LLC, (xi) 53,466 shares owned by NSV Growth Opportunities Fund, L.P., (xii) 38,240 shares owned by New Science Ventures Fund III, L.P.,

F11

(Continued from Footnote 10) (xiii) 33,610 shares owned by NSV 2017 Opportunities Fund, L.P., (xiv) 23,436 shares owned by NSV 2018 Opportunities Fund, L.P., (xv) 18,126 shares owned by NSV 2016 Opportunities Fund, L.P., (xvi) 12,056 shares owned by New Science Ventures Fund III (Offshore), L.P., and (xvii) 4,985 shares owned by NSV 2016 Opportunities Fund (Offshore), L.P.

F12

The NSV Distributing Funds (as defined below) distributed shares to their limited partners on a pro rata basis, for no consideration, and Life & Tech transferred shares to its members, for no consideration.

F13

The share distribution total consists of (i) 12,056 shares owned by New Science Ventures Fund III (Offshore), L.P., (ii) 38,240 shares owned by New Science Ventures Fund III, L.P., (iii) 4,985 shares owned by NSV 2016 Opportunities Fund (Offshore), L.P., (iv) 18,126 shares owned by NSV 2016 Opportunities Fund, L.P., (v) 33,610 shares owned by NSV 2017 Opportunities Fund, L.P., (vi) 23,436 shares owned by NSV 2018 Opportunities Fund, L.P., (vii) 53,466 shares owned by NSV Growth Opportunities Fund, L.P., (viii) 374,756 shares owned by NSV Master Limited Partnership II, L.P., (ix) 212,001 shares owned by NSV 2018 New Horizons Fund, L.P., (x) 248,532 shares owned by NSV 2019 Opportunities Fund, L.P. (collectively, the "NSV Distributing Funds"),

F14

(Continued from Footnote 13) and (xi) 330,816 shares owned by Life & Tech. As a result of the distribution, none of New Science Ventures Fund III, L.P., New Science Ventures Fund III (Offshore), L.P., NSV 2016 Opportunities Fund, L.P., NSV 2016 Opportunities Fund (Offshore), L.P., NSV 2017 Opportunities Fund, L.P., NSV 2018 Opportunities Fund, L.P., NSV 2018 New Horizons Fund, L.P., NSV 2019 Opportunities Fund, L.P., NSV Growth Opportunities Fund, L.P., NSV Master Limited Partnership II, L.P., or Life & Tech own any shares of the issuer's common stock.

F15

NSV Partners III, L.P. received an aggregate of 663,149 shares from the NSV Partners III Funds, and from Life & Tech pursuant to that certain Amended and Restated Investment Management Agreement by and between Life & Tech, NSV Partners III, L.P., and NSV Management LLC.

F16

NSV Partners II, LLC received an aggregate of 112,161 shares from the NSV Partners II Funds.

F17

The shares beneficially owned by the Reporting Persons consist of: (i) 5,004,071 shares owned by NSV Investments I, L.P., (ii) 978,835 shares owned by NSV Investments III, L.P., (iii) 1,530,758 shares owned by NSV Partners III, L.P., (iv) 434,423 shares owned by New Science Ventures, LLC, (v) 408,250 shares owned by NSV Partners II, LLC, and (vi) 232,180 shares owned by NSV Investments II, L.P. (collectively, the "NSV Funds"). The NSV Funds disclaim beneficial ownership over the shares owned by them, except to the extent of their pecuniary interest therein.

看 SEC EDGAR 上的完整原文（在新分頁開啟）