Ra Capital Management, L.P. - Jun 26, 2024 Form 4 Insider Report for Janux Therapeutics, Inc. (JANX)

Role: Director, 10%+ Owner
Signature: /s/ Peter Kolchinsky, Manager of RA Capital Management, L.P.
Stock symbol: JANX
Transactions as of: Jun 26, 2024
Transactions value $: $0
Form type: 4
Date filed: 6/28/2024, 04:35 PM
Previous filing: Jun 24, 2024
Next filing: Jul 1, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	JANX	Common Stock	Award	$0	+2.5K		$0.00	2.5K	Jun 26, 2024	See footnotes	F1, F2, F3
holding	JANX	Common Stock						8.12M	Jun 26, 2024	See footnotes	F2, F4
holding	JANX	Common Stock						1.05M	Jun 26, 2024	See footnotes	F2, 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	Stock Option (Right to Buy)	Award	$0	+8.35K		$0.00	8.35K	Jun 26, 2024	Common Stock	8.35K	$39.80	See Footnotes	F2, F3, F6

* 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 Dr. Jake Simson's continuous service on such date.
F2	RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (the "Fund") and RA Capital Nexus Fund II, L.P. (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. Each of the Adviser, the Adviser GP, the Fund, the Nexus Fund II, Dr. Kolchinsky and Mr. Shah disclaims beneficial ownership of any of the reported securities, except to the extent of its or his respective pecuniary interest therein.
F3	Jake Simson is a Partner of the Adviser who serves on the Issuer's board of directors. Under Dr. Simson's arrangement with the Adviser, Dr. Simson holds the option and RSU for the benefit of the Fund and the Nexus Fund II. Dr. Simson is obligated to turn over to the Adviser any net cash or stock received upon exercise of the option or settlement of RSUs, which will offset advisory fees owed by the Fund and the Nexus Fund II to the Adviser. The Reporting Persons therefore disclaim beneficial ownership of the option and RSU and underlying common stock.
F4	Held directly by the Fund.
F5	Held directly by the Nexus Fund II.
F6	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 Dr. Simson's continuous service on each such date.

Remarks:

Dr. Jake Simson, a Partner of the Adviser, serves on the Issuer's board of directors.