Ra Capital Management, L.P. - Jun 15, 2021 Form 4 Insider Report for Janux Therapeutics, Inc. (JANX)

Role: Director, 10%+ Owner
Signature: /s/ Peter Kolchinsky, Manager of RA Capital Management, L.P.
Stock symbol: JANX
Transactions as of: Jun 15, 2021
Transactions value $: $49,999,992
Form type: 4
Date filed: 6/16/2021, 05:21 PM
Previous filing: Jun 16, 2021
Next filing: Jun 24, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	JANX	Common Stock	Conversion of derivative security		+1.72M			1.72M	Jun 15, 2021	See footnotes	F1, F2, F5
transaction	JANX	Common Stock	Conversion of derivative security		+3.15M	+183.27%		4.87M	Jun 15, 2021	See footnotes	F1, F2, F5
transaction	JANX	Common Stock	Purchase	$46.8M	+2.75M	+56.51%	$17.00	7.62M	Jun 15, 2021	See footnotes	F2, F4, F5
transaction	JANX	Common Stock	Conversion of derivative security		+303K			303K	Jun 15, 2021	See footnotes	F1, F3, F5
transaction	JANX	Common Stock	Conversion of derivative security		+556K	+183.27%		859K	Jun 15, 2021	See footnotes	F1, F3, F5
transaction	JANX	Common Stock	Purchase	$3.21M	+189K	+21.99%	$17.00	1.05M	Jun 15, 2021	See footnotes	F3, F4, F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	JANX	Series A Convertible Preferred Stock	Conversion of derivative security	$0	-1.34M	-100%	$0.00^*	0	Jun 15, 2021	Common Stock	1.72M		See footnotes	F1, F2, F5
transaction	JANX	Series A Convertible Preferred Stock	Conversion of derivative security	$0	-237K	-100%	$0.00^*	0	Jun 15, 2021	Common Stock	303K		See footnotes	F1, F3, F5
transaction	JANX	Series A Convertible Preferred Stock	Conversion of derivative security	$0	-2.46M	-100%	$0.00^*	0	Jun 15, 2021	Common Stock	3.15M		See footnotes	F1, F2, F5
transaction	JANX	Series A Convertible Preferred Stock	Conversion of derivative security	$0	-434K	-100%	$0.00^*	0	Jun 15, 2021	Common Stock	556K		See footnotes	F1, F3, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On June 15, 2021, each share of Series Seed Convertible Preferred Stock, Series Seed 2 Convertible Preferred Stock, Series A Convertible Preferred Stock and Series B Convertible Preferred Stock (collectively, the "Preferred Stock") converted into Common Stock on a 1.281-for-one basis without payment of further consideration upon closing of the initial public offering of the Issuer's common stock. The shares had no expiration date.
F2	These securities are held directly by RA Capital Healthcare Fund, L.P. (the "Fund").
F3	These securities are held directly by RA Capital Nexus Fund II, L.P. (the "Nexus Fund II").
F4	These shares were purchased in the Issuer's initial public offering.
F5	RA Capital Management, L.P. (the "Adviser") is the investment manager for the Fund and the Nexus Fund II. The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. The Adviser, the Adviser GP, Dr. Kolchinsky and Mr. Shah disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein.