Jay Lichter - Jun 10, 2021 Form 3 Insider Report for Janux Therapeutics, Inc. (JANX)

Role: Director, 10%+ Owner
Signature: /s/ Tighe Reardon, Attorney-in-Fact
Stock symbol: JANX
Transactions as of: Jun 10, 2021
Transactions value $: $0
Form type: 3
Date filed: 6/10/2021, 07:12 PM
Next filing: Jun 16, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	JANX	Common Stock						192K	Jun 10, 2021	See footnote	F1, F2

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
holding	JANX	Series Seed Convertible Preferred Stock							Jun 10, 2021	Common Stock	1.14M		See footnote	F1, F2, F3
holding	JANX	Series Seed 2 Convertible Preferred Stock							Jun 10, 2021	Common Stock	2.38M		See footnote	F1, F2, F3
holding	JANX	Series A Convertible Preferred Stock							Jun 10, 2021	Common Stock	3.37M		See footnote	F1, F2, F3
holding	JANX	Series B Convertible Preferred Stock							Jun 10, 2021	Common Stock	1.15M		See footnote	F1, F2, F3

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

Explanation of Responses:

Id	Content
F1	Shares are held as follows: (i) 192,150 shares of Common Stock held by Avalon Ventures XI, L.P. (Avalon Ventures) (ii) 1,138,665 shares of common stock issuable upon conversion of Series Seed Convertible Preferred Stock held by Avalon Ventures, (iii) 2,382,191 shares of common stock issuable upon conversion of Series Seed 2 Convertible Preferred Stock held by Avalon Ventures, (iv) 674,211 shares of common stock issuable upon conversion of Series A Convertible Preferred Stock held by Avalon Ventures, (v) 2,696,843 shares of common stock issuable upon conversion of Series A Convertible Preferred Stock held by Avalon BioVentures SPV I, LP (ABV SPV) and (vi) 1,153,238 shares of common stock issuable upon conversion of Series B Convertible Preferred Stock held by ABV SPV.
F2	Avalon Ventures XI GP LLC (Avalon XI GP) is general partner of Avalon Ventures and may be deemed to have voting and investment power with respect to the shares held by Avalon Ventures. ABV SPV I GP LLC (ABV GP) is a general partner of ABV SPV and may be deemed to have voting and investment power with respect to the shares held by ABV SPV and as a result may be deemed to have beneficial ownership of such shares. Dr. Lichter is a managing member of Avalon XI GP and shares voting and investment power with respect to the shares held by Avalon Ventures and ABV SPV. Dr. Lichter disclaims beneficial ownership of all shares held by Avalon Ventures and ABV SPV except to the extent of his actual pecuniary interest therein, if any.
F3	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") is convertible into 1.281 shares of Common Stock upon the closing of the Issuer's initial public offering without payment of further consideration. Share numbers give effect to such conversion. The Preferred Stock has no expiration date.