SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL 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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1. Name and Address of Reporting Person*
Gonzales Roy

(Last) (First) (Middle)
C/O VENTYX BIOSCIENCES, INC.
12790 EL CAMINO REAL, SUITE 200

(Street)
SAN DIEGO CA 92130

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
08/30/2024
3. Issuer Name and Ticker or Trading Symbol
Ventyx Biosciences, Inc. [ VTYX ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Senior VP, Finance
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 743 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) (1) 12/18/2033 Common Stock 37,500 $2.14 D
Stock Option (Right to Buy) (2) 01/02/2034 Common Stock 35,000 $2.49 D
Stock Option (Right to Buy) (3) 01/17/2033 Common Stock 70,000 $33.84 D
Stock Option (Right to Buy) (4) 04/09/2034 Common Stock 12,500 $4.67 D
Explanation of Responses:
1. 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.
2. 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.
3. 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.
4. 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.
/s/ Austin Rutherford, as Attorney-in-Fact 09/09/2024
** 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 5 (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.
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