Ventyx (VTYX) director’s options and shares cashed out at $14 in Eli Lilly merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Ventyx Biosciences director Sheila Gujrathi reported automatic dispositions of equity awards and shares in connection with the company’s merger with Eli Lilly. At the merger’s effective time, common shares, including those held by the Jordan Yechiel Cohen and Sheila Kumari Gujrathi AB Living Trust, were converted into the right to receive $14.00 per share in cash, subject to the merger agreement terms.
Multiple stock options to buy Ventyx common stock were also cancelled. Options with exercise prices at or below $14.00 were converted into cash based on the spread between $14.00 and their exercise price, less applicable taxes. Fully vested options with exercise prices above $14.00 were cancelled for no consideration.
Positive
- None.
Negative
- None.
Insider Trade Summary
8 transactions reported
Mixed
8 txns
Insider
GUJRATHI SHEILA
Role
Director
| 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) | 80,000 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 662,369 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 277,941 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 21,825 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 15,937 | $0.00 | -- |
| Disposition | Common Stock | 130,000 | $0.00 | -- |
Holdings After Transaction:
Stock Option (Right to Buy) — 0 shares (Direct);
Common Stock — 0 shares (Indirect, See Footnote)
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. The shares are held by the Jordan Yechiel Cohen and Sheila Kumari Gujrathi AB Living Trust, for which the Reporting Person serves as a co-trustee. 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.
FAQ
What insider transactions did Ventyx (VTYX) disclose for Sheila Gujrathi?
Ventyx disclosed that director Sheila Gujrathi reported several dispositions to the issuer of stock options and common shares. These were automatic transactions triggered at the merger effective time, rather than open-market trades, under the terms of the merger agreement.
What happened to Ventyx (VTYX) stock options held by Sheila Gujrathi?
At the merger’s effective time, certain Ventyx stock options were automatically cancelled. Options with exercise prices at or below $14.00 converted into cash based on the price spread, while fully vested options with exercise prices above $14.00 were cancelled for no consideration.
How were in-the-money Ventyx (VTYX) options treated in the merger?
In-the-money Ventyx options, with exercise prices less than or equal to $14.00 per share, were automatically cancelled and converted into cash. The cash amount equaled the number of option shares multiplied by the excess of $14.00 over the option exercise price, less applicable withholding taxes.
What happened to out-of-the-money Ventyx (VTYX) options in the merger?
Out-of-the-money Ventyx options, with exercise prices greater than $14.00 per share, were automatically cancelled at the merger’s effective time. Under the merger agreement, these fully vested options were cancelled for no consideration, providing no cash payment to the holder.