Subramaniam Somu 4
4 · Ventyx Biosciences, Inc. · Filed Mar 4, 2026
Insider Transaction Report
Form 4Exit
Subramaniam Somu
Director
Transactions
- Disposition to Issuer
Common Stock
[F1][F2][F3][F4]2026-03-04−3,337,495→ 0 total(indirect: See Footnote) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F5]2026-03-04−33,000→ 0 totalExercise: $3.29Exp: 2034-06-06→ Common Stock (33,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F5]2026-03-04−40,000→ 0 totalExercise: $2.25Exp: 2035-06-05→ Common Stock (40,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F5]2026-03-04−20,000→ 0 totalExercise: $1.97Exp: 2034-01-21→ Common Stock (20,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F6]2026-03-04−15,937→ 0 totalExercise: $34.83Exp: 2033-06-08→ Common Stock (15,937 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F6]2026-03-04−21,825→ 0 totalExercise: $16.54Exp: 2032-06-09→ Common Stock (21,825 underlying)
Footnotes (6)
- [F1]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.
- [F2]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.
- [F3]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.
- [F4]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").
- [F5]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.
- [F6]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.
Signature
/s/ Austin Rutherford, as Attorney-in-Fact|2026-03-04