| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 06/10/2021 | 3. Issuer Name and Ticker or Trading Symbol Janux Therapeutics, Inc. [ JANX ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 192,150(1) | I | See footnote(2) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series Seed Convertible Preferred Stock | (3) | (3) | Common Stock | 1,138,665(1) | (3) | I | See footnote(2) |
| Series Seed 2 Convertible Preferred Stock | (3) | (3) | Common Stock | 2,382,191(1) | (3) | I | See footnote(2) |
| Series A Convertible Preferred Stock | (3) | (3) | Common Stock | 3,371,054(1) | (3) | I | See footnote(2) |
| Series B Convertible Preferred Stock | (3) | (3) | Common Stock | 1,153,238(1) | (3) | I | See footnote(2) |
| Explanation of Responses: |
| 1. Shares are held as follows: (i) 192,150 shares of Common Stock held by Avalon Ventures XI, L.P. (Avalon Ventures) (ii) 1,138,665 shares of common stock issuable upon conversion of Series Seed Convertible Preferred Stock held by Avalon Ventures, (iii) 2,382,191 shares of common stock issuable upon conversion of Series Seed 2 Convertible Preferred Stock held by Avalon Ventures, (iv) 674,211 shares of common stock issuable upon conversion of Series A Convertible Preferred Stock held by Avalon Ventures, (v) 2,696,843 shares of common stock issuable upon conversion of Series A Convertible Preferred Stock held by Avalon BioVentures SPV I, LP (ABV SPV) and (vi) 1,153,238 shares of common stock issuable upon conversion of Series B Convertible Preferred Stock held by ABV SPV. |
| 2. Avalon Ventures XI GP LLC (Avalon XI GP) is general partner of Avalon Ventures and may be deemed to have voting and investment power with respect to the shares held by Avalon Ventures. ABV SPV I GP LLC (ABV 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. Dr. Lichter is a managing member of Avalon XI GP and shares voting and investment power with respect to the shares held by Avalon Ventures and ABV SPV. Dr. Lichter disclaims beneficial ownership of all shares held by Avalon Ventures and ABV SPV except to the extent of his actual pecuniary interest therein, if any. |
| 3. 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. |
| Remarks: |
| /s/ Tighe Reardon, Attorney-in-Fact | 06/10/2021 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
