Orbimed Advisors Llc - Jun 10, 2021 Form 3 Insider Report for Janux Therapeutics, Inc. (JANX)

Role
Director
Signature
OrbiMed Advisors LLC, By: /s/ Douglas Coon, Chief Compliance Officer
Stock symbol
JANX
Transactions as of
Jun 10, 2021
Transactions value $
$0
Form type
3
Date filed
6/10/2021, 07:35 PM
Previous filing
Jun 9, 2021
Next filing
Jun 16, 2021

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 A Convertible Preferred Stock Jun 10, 2021 Common Stock 1.35M See footnotes F1, F2, F3
holding JANX Series B Convertible Preferred Stock Jun 10, 2021 Common Stock 824K See footnotes F1, F2, F3
holding JANX Series B Convertible Preferred Stock Jun 10, 2021 Common Stock 165K See footnotes F1, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 The securities are held of record by OrbiMed Private Investments VIII, LP ("OPI VIII"). OrbiMed Capital GP VIII LLC ("GP VIII") is the general partner of OPI VIII and OrbiMed Advisors LLC ("Advisors") is the managing member of GP VIII. By virtue of such relationships, GP VIII and Advisors may be deemed to have voting and investment power with respect to the shares held by OPI VIII and as a result may be deemed to have beneficial ownership of such shares. Advisors exercises investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and Jonathan T. Silverstein.
F3 This report on Form 3 is jointly filed by Advisors, GP VIII, and OrbiMed Genesis GP LLC ("Genesis GP"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. Advisors and GP VIII have designated a representative, Peter Thompson, an employee of Advisors, to serve on the Issuer's board of directors. This report shall not be deemed an admission that any such entity or person is a beneficial owner of such securities for purpose of Section 16 of the Exchange Act, or for any other purpose.
F4 The securities are held of record by OrbiMed Genesis Master Fund, L.P. ("Genesis Fund"). Genesis GP is the general partner of Genesis Fund and Advisors is the managing member of Genesis GP. By virtue of such relationships, Genesis GP and Advisors may be deemed to have voting and investment power with respect to the shares held by Genesis Fund and as a result may be deemed to have beneficial ownership of such shares. Advisors exercises investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and Jonathan T. Silverstein.