Amendment: SEC Form SCHEDULE 13D/A filed by Ventyx Biosciences Inc.
$VTYX
Biotechnology: Pharmaceutical Preparations
Health Care
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 15)
|
Ventyx Biosciences, Inc. (Name of Issuer) |
Common stock, par value $0.0001 per share (Title of Class of Securities) |
Somasundaram Subramaniam
New Science Ventures, 500 West Putnam Avenue, Suite 400
Greenwich, CT, 06830
(212) 688-5100
New Science Ventures, 500 West Putnam Avenue, Suite 400
Greenwich, CT, 06830
(212) 688-5100
Leland S. Benton
Morgan, Lewis & Bockius LLP, 1 Market Street, Spear Street Tower
San Francisco, CA, 94105
(415) 442-1000
Morgan, Lewis & Bockius LLP, 1 Market Street, Spear Street Tower
San Francisco, CA, 94105
(415) 442-1000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
03/04/2026
(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.
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).
SCHEDULE 13D
|
| CUSIP Number(s): |
| 1 |
Name of reporting person
Subramaniam Somu | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
Ventyx Biosciences, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
12790 El Camino Real, Suite 200, San Diego,
CALIFORNIA
, 92130. | |
Item 1 Comment:
This Amendment No. 15 ("Amendment No. 15") 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 II, LLC, a Delaware limited liability company, 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 (the "Reporting Person"), 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, June 26, 2024, March 12, 2025, April 1, 2025 and January 9, 2026 (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. 15 does not modify any of the information previously reported in the Schedule 13D, which remains unchanged. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
On February 27, 2026, 474,632 shares held by NSV Partners III, L.P. and 220,086 shares held by New Science Ventures, LLC, respectively, were distributed on a pro rata basis for no consideration. The Reporting Person is the majority member and managing member of (i) NSV Partners III GP, LLC, which is the general partner of NSV Partners III, L.P., and (ii) New Science Ventures, LLC.
On March 4, 2026, pursuant to the Agreement and Plan of Merger, dated as of January 7, 2026 (the "Merger Agreement"), by and among the Issuer, Eli Lilly and Company, an Indiana corporation ("Parent"), and RYLS Merger Corporation, a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Issuer, with the Issuer surviving the Merger as a wholly owned subsidiary of Parent (the "Merger"). At the effective time of the Merger (the "Effective Time"), all of the shares of the Common Stock beneficially owned by the Reporting Person immediately prior to the Effective Time were converted into the right to receive $14.00 per share in cash, less any applicable tax withholding (the "Common Merger Consideration"), and all of the shares of Common Stock acquirable upon the exercise of stock options held by the Reporting Person immediately prior to the Effective Time were canceled and converted into the right to receive an amount in cash, without interest and less any applicable tax withholdings, equal to the product of (x) the total number of shares of Common Stock subject to such stock option immediately prior to the Effective Time multiplied by (y) the excess, if any, of the Common Merger Consideration over the applicable exercise price per share of Common Stock under such stock option.
As a result of the Merger, as of the Effective Time, the Reporting Person no longer beneficially owned any securities of the Issuer, and the Voting and Support Agreement described in Item 4 of Amendment No. 14 to this Schedule 13D terminated in accordance with its terms. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Schedule 13D is hereby amended and restated as follows:
(a) See Item 4 of Amendment No. 15, which is incorporated by reference herein. | |
| (b) | Item 5(b) of the Schedule 13D is hereby amended and restated as follows:
(b) See Item 4 of Amendment No. 15, which is incorporated by reference herein. | |
| (c) | (c) See Item 4 of Amendment No. 15, which is incorporated by reference herein. | |
| (d) | Not applicable. | |
| (e) | (e) The Reporting Person ceased to be a beneficial owner of more than five percent of the Common Stock on the Effective Date. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
n/a | ||
| Item 7. | Material to be Filed as Exhibits. | |
n/a | ||
| 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.
|
|
|
Comments accompanying signature:
* 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. |