Jake Simson - Jun 14, 2023 Form 4 Insider Report for Janux Therapeutics, Inc. (JANX)

Role: Director
Signature: /s/ Tighe Reardon, Attorney-in-Fact
Stock symbol: JANX
Transactions as of: Jun 14, 2023
Transactions value $: $0
Form type: 4
Date filed: 6/16/2023, 05:08 PM
Previous filing: Jun 2, 2023
Next filing: Aug 9, 2023

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	Stock Option (right to buy)	Award	$0	+12.5K		$0.00	12.5K	Jun 14, 2023	Common Stock	12.5K	$13.22	Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	The shares subject to the option will vest in equal monthly installments over the 12 months following June 14, 2023, provided that the shares subject to the option will in any case be fully vested on the date of the next annual meeting of the Company's stockholders.
F2	Under the Reporting Person's arrangement with RA Capital Management, L.P. (the "Advisor"), the Reporting Person holds the option for the benefit of the RA Capital Healthcare Fund, L.P. (the "Fund") and RA Capital Nexus Fund II, L.P. (the "Nexus Fund II"). The Reporting Person is obligated to turn over to the Advisor any net cash or stock received from the option, which will offset advisory fees owed by the Fund and the Nexus Fund II to the Advisor. The Reporting Person therefore disclaims beneficial ownership of the option and underlying common stock.

Content

The shares subject to the option will vest in equal monthly installments over the 12 months following June 14, 2023, provided that the shares subject to the option will in any case be fully vested on the date of the next annual meeting of the Company's stockholders.

Under the Reporting Person's arrangement with RA Capital Management, L.P. (the "Advisor"), the Reporting Person holds the option for the benefit of the RA Capital Healthcare Fund, L.P. (the "Fund") and RA Capital Nexus Fund II, L.P. (the "Nexus Fund II"). The Reporting Person is obligated to turn over to the Advisor any net cash or stock received from the option, which will offset advisory fees owed by the Fund and the Nexus Fund II to the Advisor. The Reporting Person therefore disclaims beneficial ownership of the option and underlying common stock.