SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Subramaniam Somu

(Last)

(First)

(Middle)

C/O VENTYX BIOSCIENCES, INC.

12790 EL CAMINO REAL, SUITE 200

(Street)

SAN DIEGO

92130

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Ventyx Biosciences, Inc. [ VTYX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/04/2026		D⁽¹⁾		3,337,495	D	⁽²⁾	0	I	See Footnote⁽³⁾⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$3.285	03/04/2026		D⁽¹⁾			33,000	⁽⁵⁾	06/06/2034	Common Stock	33,000	⁽⁵⁾	0	D
Stock Option (Right to Buy)	$2.25	03/04/2026		D⁽¹⁾			40,000	⁽⁵⁾	06/05/2035	Common Stock	40,000	⁽⁵⁾	0	D
Stock Option (Right to Buy)	$1.97	03/04/2026		D⁽¹⁾			20,000	⁽⁵⁾	01/21/2034	Common Stock	20,000	⁽⁵⁾	0	D
Stock Option (Right to Buy)	$34.83	03/04/2026		D⁽¹⁾			15,937	⁽⁶⁾	06/08/2033	Common Stock	15,937	⁽⁶⁾	0	D
Stock Option (Right to Buy)	$16.54	03/04/2026		D⁽¹⁾			21,825	⁽⁶⁾	06/09/2032	Common Stock	21,825	⁽⁶⁾	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated January 7, 2026 (as it may be amended from time to time, the "Merger Agreement"), by and among Ventyx Biosciences, Inc. ("Issuer") , Eli Lilly and Company ("Parent"), and Parent's wholly owned subsidiary, RYLS Merger Corporation ( "Merger Sub"), the Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger and becoming a wholly owned subsidiary of the Parent.

2. At the effective time of the Merger (the "Effective Time"), these shares were automatically converted solely into the right to receive cash in an amount equal to $14.00 (without interest) per share (the "Per Share Price"), subject to the terms and conditions of the Merger Agreement.

3. NSV Partners III, L.P. is the general partner of NSV Investments I, L.P. The reporting person is the majority member and managing member of NSV Partners III GP, LLC, which is the general partner of NSV Partners III, L.P., 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. The reporting person is the majority member and managing member of NSV Partners II, LLC. The reporting person is the majority member and managing member of New Science Ventures, LLC. The reporting person disclaims beneficial ownership over the shares owned by each of the NSV Funds (as defined below), except to the extent of his pecuniary interest therein.

4. The shares disposed by the reporting person consists of: (i) 1,807,664 shares owned by NSV Investments I, L.P., (ii) 906,974 shares owned by NSV Partners III, L.P., (iii) 214,337 shares owned by New Science Ventures, LLC, and (iv) 408,520 shares owned by NSV Partners II, LLC (collectively, the "NSV Funds").

5. At the Effective Time, this option to purchase shares of the Issuer's common stock had an exercise price per share that was less than or equal the Per Share Price and, pursuant to the terms of the Merger Agreement, at the Effective Time, was automatically cancelled and converted into the right to receive an amount in cash equal to (i) the total number of shares of common stock subject to the option, multiplied by (ii) the excess, if any, of the Per Share Price over the exercise price per share of such option, without interest and less any applicable withholding taxes.

6. At the Effective Time, this option to purchase shares of the Issuer's common stock was fully vested and had an exercise price per share that was greater than the Per Share Price and, pursuant to the terms of the Merger Agreement, at the Effective Time, was automatically cancelled for no consideration.

	/s/ Austin Rutherford, as Attorney-in-Fact	03/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Director Subramaniam Somu returned 3,337,495 shares to the company (SEC Form 4)