Jay Lichter - Jun 26, 2024 Form 4 Insider Report for Janux Therapeutics, Inc. (JANX)

Role: Director, 10%+ Owner
Signature: /s/ Maria Dobek, Attorney-in-Fact
Stock symbol: JANX
Transactions as of: Jun 26, 2024
Transactions value $: $0
Form type: 4
Date filed: 6/28/2024, 04:30 PM
Previous filing: Jun 5, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	JANX	Common Stock	Award	$0	+2.5K	+54.55%	$0.00	7.08K	Jun 26, 2024	Direct	F1
holding	JANX	Common Stock						3.27M	Jun 26, 2024	By Avalon Ventures XI, L.P.	F2
holding	JANX	Common Stock						634K	Jun 26, 2024	By Avalon BioVentures I, LP	F3
holding	JANX	Common Stock						3.34M	Jun 26, 2024	By Avalon BioVentures SPV I, L.P.	F4

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	+8.35K		$0.00	8.35K	Jun 26, 2024	Common Stock	8.35K	$39.80	Direct	F5

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

Explanation of Responses:

Id	Content
F1	Represents the grant of restricted stock units ("RSUs"), each of which represents a contingent right to receive one share of the Issuer's common stock. The RSUs will vest on the earlier of (i) June 26, 2025 and (ii) the date of the next annual meeting of the Issuer's stockholders, in each case, subject to the Reporting Person's continuous service on such date.
F2	The shares are directly held by Avalon Ventures XI, L.P. ("Avalon Ventures"). Avalon Ventures XI GP LLC ("Avalon XI GP") is the general partner of Avalon Ventures and may be deemed to have voting and investment power with respect to the shares held by Avalon Ventures. The Reporting Person is a managing member of Avalon XI GP and shares voting and investment power with respect to the shares held by Avalon Ventures. The Reporting Person disclaims beneficial ownership of all shares held by Avalon Ventures except to the extent of his actual pecuniary interest therein, if any.
F3	The shares are directly held by Avalon BioVentures I, LP ("ABV I"). Avalon BioVentures GP LLC ("ABV GP") is a general partner of ABV I and may be deemed to have voting and investment power with respect to the shares held by ABV I and as a result may be deemed to have beneficial ownership of such shares. The Reporting Person is a managing member of ABV GP and shares voting and investment power with respect to the shares held by ABV I. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his actual pecuniary interest therein, if any.
F4	The shares are directly held by Avalon BioVentures SPV I, LP ("ABV SPV"). ABV SPV I GP LLC ("ABV SPV 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. The Reporting Person is a managing member of ABV SPV GP and shares voting and investment power with respect to the shares held by ABV SPV. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his actual pecuniary interest therein, if any.
F5	The shares subject to the option will vest in equal monthly installments over the 12 months following June 26, 2024, 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 Issuer's stockholders, subject to the Reporting Person's continuous service on each such date.