Lichter Jay Form 4 Janux Therapeutics / Jay Lichter ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Lichter Jay

(Last) (First) (Middle)

C/O JANUX THERAPEUTICS, INC.

10955 VISTA SORRENTO PARKWAY, SUITE 200

(Street)

SAN DIEGO CA 92130

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Janux Therapeutics, Inc. [ JANX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/13/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/13/2023		P		849,854	A	$5.87	849,854	I	See footnote(1)
Common Stock								4,387,217	I	See footnote(2)
Common Stock								4,479,492	I	See footnote(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. 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. Dr. Lichter is a managing member of ABV GP and shares voting and investment power with respect to the shares held by ABV I. Dr. Lichter disclaims beneficial ownership of such shares except to the extent of his actual pecuniary interest therein, if any.

2. The shares are directly held by Avalon Ventures XI, L.P. (Avalon Ventures). 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. 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. Dr. Lichter disclaims beneficial ownership of all shares held by Avalon Ventures except to the extent of his actual pecuniary interest therein, if any.

3. 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. Dr. Lichter is a managing member of ABV SPV GP and shares voting and investment power with respect to the shares held by ABV SPV. Dr. Lichter disclaims beneficial ownership of all shares held by ABV SPV except to the extent of his actual pecuniary interest therein, if any.

Remarks:

	/s/ Maria Dobek, Attorney-in-Fact	11/15/2023
	** 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 4 (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).
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