RA CAPITAL MANAGEMENT, L.P. - 26 Jun 2024 Form 4 Insider Report for Janux Therapeutics, Inc. (JANX)

Signature
/s/ Peter Kolchinsky, Manager of RA Capital Management, L.P.
Issuer symbol
JANX
Transactions as of
26 Jun 2024
Net transactions value
$0
Form type
4
Filing time
28 Jun 2024, 16:35:36 UTC
Previous filing
24 Jun 2024
Next filing
01 Jul 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction JANX Common Stock Award $0 +2,500 $0.000000 2,500 26 Jun 2024 See footnotes F1, F2, F3
holding JANX Common Stock 8,117,246 26 Jun 2024 See footnotes F2, F4
holding JANX Common Stock 1,048,406 26 Jun 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 +8,350 $0.000000 8,350 26 Jun 2024 Common Stock 8,350 $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.