RA CAPITAL MANAGEMENT, L.P. - 15 Jun 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.
Issuer symbol: JANX
Transactions as of: 15 Jun 2021
Net transactions value: +$49,999,992
Form type: 4
Filing time: 16 Jun 2021, 17:21:51 UTC
Previous filing: 16 Jun 2021
Next filing: 24 Jun 2021
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	JANX	Common Stock	Conversion of derivative security		+1,719,238			1,719,238	15 Jun 2021	See footnotes	F1, F2, F5
transaction	JANX	Common Stock	Conversion of derivative security		+3,150,810	+183%		4,870,048	15 Jun 2021	See footnotes	F1, F2, F5
transaction	JANX	Common Stock	Purchase	$46,787,230	+2,752,190	+57%	$17.00	7,622,238	15 Jun 2021	See footnotes	F2, F4, F5
transaction	JANX	Common Stock	Conversion of derivative security		+303,394			303,394	15 Jun 2021	See footnotes	F1, F3, F5
transaction	JANX	Common Stock	Conversion of derivative security		+556,026	+183%		859,420	15 Jun 2021	See footnotes	F1, F3, F5
transaction	JANX	Common Stock	Purchase	$3,212,762	+188,986	+22%	$17.00	1,048,406	15 Jun 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	-1,342,106	-100%	$0.000000^*	0	15 Jun 2021	Common Stock	1,719,238		See footnotes	F1, F2, F5
transaction	JANX	Series A Convertible Preferred Stock	Conversion of derivative security	$0	-236,842	-100%	$0.000000^*	0	15 Jun 2021	Common Stock	303,394		See footnotes	F1, F3, F5
transaction	JANX	Series A Convertible Preferred Stock	Conversion of derivative security	$0	-2,459,649	-100%	$0.000000^*	0	15 Jun 2021	Common Stock	3,150,810		See footnotes	F1, F2, F5
transaction	JANX	Series A Convertible Preferred Stock	Conversion of derivative security	$0	-434,056	-100%	$0.000000^*	0	15 Jun 2021	Common Stock	556,026		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.