Ventyx Biosciences (VTYX) cashed out at $14 per share in Eli Lilly merger
Rhea-AI Filing Summary
Ventyx Biosciences, Inc. became a wholly owned subsidiary of Eli Lilly and Company through a merger in which Eli Lilly’s RYLS Merger Corporation combined with Ventyx. At the effective time of the merger, each Ventyx share was converted into the right to receive $14.00 in cash per share, subject to the merger agreement terms.
A fund group referred to as the NSV Funds disposed of an aggregate 3,337,495 shares of common stock, held by NSV Investments I, L.P., NSV Partners III, L.P., New Science Ventures, LLC, and NSV Partners II, LLC, in exchange for this cash consideration. Director Subramaniam Somu may be deemed to have voting and dispositive power over these entities but disclaims beneficial ownership except for his pecuniary interest.
Several stock options held by the reporting person were also affected. In-the-money options were automatically cancelled and converted into a cash payment equal to the number of option shares multiplied by the excess of the $14.00 per share price over the option exercise price, less withholding taxes. Fully vested options with exercise prices above $14.00 per share were cancelled for no consideration.
Positive
- None.
Negative
- None.
Insights
Form 4 shows cash-out dispositions tied to Eli Lilly’s acquisition of Ventyx, not open-market selling.
The transactions reflect the closing mechanics of Eli Lilly’s merger with Ventyx Biosciences, where Ventyx became a wholly owned subsidiary. Common shares were automatically converted into the right to receive $14.00 per share in cash under the merger agreement, rather than being sold in the market.
The NSV Funds collectively disposed of 3,337,495 shares, with entities such as NSV Investments I, L.P. and NSV Partners III, L.P. listed as holders. Director Subramaniam Somu may be deemed to have voting and dispositive power but expressly disclaims beneficial ownership beyond his pecuniary interest, emphasizing that these positions belong to the funds.
Stock options were also cancelled. Options with exercise prices at or below $14.00 per share were converted into cash equal to the intrinsic value at the effective time, while fully vested out-of-the-money options (exercise price above $14.00) were cancelled without payment. These adjustments are standard for an all-cash merger and do not indicate discretionary buying or selling activity by the director; subsequent filings may provide any additional post-merger equity details.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) | 33,000 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 40,000 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 20,000 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 15,937 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 21,825 | $0.00 | -- |
| Disposition | Common Stock | 3,337,495 | $0.00 | -- |
Footnotes (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. 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. 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. 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"). 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. 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.
