Ownership Submission
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB APPROVAL
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OMB Number:3235-0104Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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Gonzales Roy
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2. Date of Event Requiring Statement (Month/Day/Year)
2024-08-30
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3. Issuer Name and Ticker or Trading Symbol
Ventyx Biosciences, Inc. [VTYX]
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(Last)
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(First)
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(Middle)
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C/O VENTYX BIOSCIENCES, INC. , 12790 EL CAMINO REAL, SUITE 200
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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_____ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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Senior VP, Finance /
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5. If Amendment, Date Original Filed(Month/Day/Year)
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(Street)
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SAN DIEGO
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CA
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92130
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6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
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2. Amount of Securities Beneficially Owned
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3. Ownership Form: Direct (D) or Indirect (I)
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4. Nature of Indirect Beneficial Ownership
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
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2. Date Exercisable and Expiration Date
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3. Title and Amount of Securities Underlying Derivative Security
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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6. Nature of Indirect Beneficial Ownership
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Gonzales Roy
C/O VENTYX BIOSCIENCES, INC.
12790 EL CAMINO REAL, SUITE 200
SAN DIEGO, CA92130
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Senior VP, Finance
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Signatures
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/s/ Austin Rutherford, as Attorney-in-Fact
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2024-09-09
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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(1)
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One forty-eighth (1/48th) of the total shares subject to the Option shall vest each month following the Vesting Commencement Date on the same day of the month as the Vesting Commencement Date (and if there is no corresponding day, on the last day of the month), subject to the reporting person continuing to be a Service Provider (as defined in the in the Issuer's 2021 Equity Incentive Plan, the "Plan") through each such date. The Vesting Commencement Date is December 18, 2023.
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(2)
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100% of the total shares subject to the Option shall vest on the one-year anniversary of the Vesting Commencement Date, subject to the reporting person continuing to be a Service Provider (as defined in the Plan) through such date. The Vesting Commencement Date is January 2, 2024.
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(3)
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Twenty-five percent (25%) of the shares subject to the Option shall vest on the one (1) year anniversary of the Vesting Commencement Date, and one forty-eighth (1/48th) of the total shares subject to the Option shall vest each month thereafter on the same day of the month as the Vesting Commencement Date (and if there is no corresponding day, on the last day of the month), subject to the reporting person continuing to be a Service Provider (as defined in the Plan) through each such date. The Vesting Commencement Date is January 9, 2023.
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(4)
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One forty-eighth (1/48th) of the total shares subject to the Option shall vest each month on the same day of the month as the Vesting Commencement Date (and if there is no corresponding day, on the last day of the month), subject to the reporting person continuing to be a Service Provider (as defined in the Plan) through each such date. The Vesting Commencement Date is April 1, 2024.
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
