Charles M. Winter Form 3 Janux Therapeutics / Charles M. Winter ownership change

SEC Form 3

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^*

Winter Charles M.

(Last) (First) (Middle)

C/O JANUX THERAPEUTICS, INC.

10955 VISTA SORRENTO PARKWAY, SUITE 200

(Street)

SAN DIEGO CA 92130

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2023

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

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

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

5. 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 Beneficially Owned
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)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Stock Option (right to buy)	(1)	03/09/2031	Common Stock	69,174	4.208	D
Stock Option (right to buy)	(2)	05/13/2031	Common Stock	70,455	10.586	D
Stock Option (right to buy)	(3)	01/02/2032	Common Stock	78,000	20.24	D

Explanation of Responses:

1. 1/4th of the shares vested on March 10, 2022 and the balance of the shares vest thereafter in a series of 36 successive equal monthly installments. The shares subject to this option are early exercisable, subject to the Issuer's right of repurchase.

2. 1/4th of the shares vested on May 14, 2022 and the balance of the shares vest thereafter in a series of 36 successive equal monthly installments. The shares subject to this option are early exercisable, subject to the Issuer's right of repurchase.

3. 1/4th of the shares vested on January 1, 2023 and the balance of the shares vest thereafter in a series of 36 successive equal monthly installments.

Remarks:

	Maria Dobek, Attorney-in-Fact	01/05/2023
	** 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 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).
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