SEC FORM 4

SEC FORM 4 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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Avalon Ventures XI, L.P.

(Last)

(First)

(Middle)

1134 KLINE STREET

(Street)

LA JOLLA

92037

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
10/16/2024

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

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

	Form filed by One Reporting Person
X	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/16/2024		S		60,179	D	$49.69⁽¹⁾	2,761,291	D⁽²⁾
Common Stock	10/16/2024		S		11,657	D	$49.69⁽¹⁾	534,883	I	By Avalon BioVentures I, LP⁽³⁾
Common Stock	10/16/2024		S		61,445	D	$49.69⁽¹⁾	2,819,366	I	By Avalon BioVentures SPV I, L.P.⁽⁴⁾
Common Stock	10/16/2024		S		29,474	D	$50.61⁽⁵⁾	2,731,817	D⁽²⁾
Common Stock	10/16/2024		S		5,710	D	$50.61⁽⁵⁾	529,173	I	By Avalon BioVentures I, LP⁽³⁾
Common Stock	10/16/2024		S		30,094	D	$50.61⁽⁵⁾	2,789,272	I	By Avalon BioVentures SPV I, LP⁽⁴⁾
Common Stock	10/16/2024		M		4,968	A	$17	11,855	D⁽⁶⁾
Common Stock	10/16/2024		M		2,070	A	$10.73	13,925	D⁽⁶⁾
Common Stock	10/16/2024		M		2,070	A	$13.22	15,995	D⁽⁶⁾
Common Stock	10/16/2024		M		1,407	A	$39.8	17,402	D⁽⁶⁾
Common Stock	10/16/2024		S		10,957	D	$50.8⁽⁷⁾	6,445	D⁽⁶⁾
Common Stock	10/17/2024		M		836	A	$17	7,281	D⁽⁶⁾
Common Stock	10/17/2024		M		348	A	$10.73	7,629	D⁽⁶⁾
Common Stock	10/17/2024		M		348	A	$13.22	7,977	D⁽⁶⁾
Common Stock	10/17/2024		M		237	A	$39.8	8,214	D⁽⁶⁾
Common Stock	10/17/2024		S		1,843	D	$50.02⁽⁸⁾	6,371	D⁽⁶⁾
Common Stock	10/18/2024		S		102,732	D	$50.3⁽⁹⁾	2,629,085	D⁽²⁾
Common Stock	10/18/2024		S		19,900	D	$50.3⁽⁹⁾	509,273	I	By Avalon BioVentures I, LP⁽³⁾
Common Stock	10/18/2024		S		104,892	D	$50.3⁽⁹⁾	2,684,380	I	By Avalon BioVentures SPV I, L.P.⁽⁴⁾
Common Stock	10/18/2024		S		15,462	D	$51.18⁽¹⁰⁾	2,613,623	D⁽²⁾
Common Stock	10/18/2024		S		2,995	D	$51.18⁽¹⁰⁾	506,278	I	By Avalon BioVentures I, LP⁽³⁾
Common Stock	10/18/2024		S		15,788	D	$51.18⁽¹⁰⁾	2,668,592	I	By Avalon BioVentures SPV I, L.P.⁽⁴⁾
Common Stock	10/18/2024		S⁽¹¹⁾		541,824	D	$44.75	2,071,799	D⁽²⁾
Common Stock	10/18/2024		S⁽¹¹⁾		104,957	D	$44.75	401,321	I	By Avalon BioVentures I, LP⁽³⁾
Common Stock	10/18/2024		S⁽¹¹⁾		553,219	D	$44.75	2,115,373	I	By Avalon BioVentures SPV I, L.P.⁽⁴⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$17	10/16/2024		M			4,968	⁽¹²⁾	07/19/2027	Common Stock	4,968	$0	22,776	D⁽⁶⁾
Stock Option (right to buy)	$10.73	10/16/2024		M			2,070	⁽¹²⁾	07/19/2027	Common Stock	2,070	$0	9,490	D⁽⁶⁾
Stock Option (right to buy)	$13.22	10/16/2024		M			2,070	⁽¹²⁾	07/19/2027	Common Stock	2,070	$0	9,490	D⁽⁶⁾
Stock Option (right to buy)	$39.8	10/16/2024		M			1,407	⁽¹²⁾	07/19/2027	Common Stock	1,407	$0	6,309	D⁽⁶⁾
Stock Option (right to buy)	$17	10/17/2024		M			836	⁽¹²⁾	07/19/2027	Common Stock	836	$0	21,940	D⁽⁶⁾
Stock Option (right to buy)	$10.73	10/17/2024		M			348	⁽¹²⁾	07/19/2027	Common Stock	348	$0	9,142	D⁽⁶⁾
Stock Option (right to buy)	$13.22	10/17/2024		M			348	⁽¹²⁾	07/19/2027	Common Stock	348	$0	9,142	D⁽⁶⁾
Stock Option (right to buy)	$39.8	10/17/2024		M			237	⁽¹²⁾	07/19/2027	Common Stock	237	$0	6,072	D⁽⁶⁾

1. Name and Address of Reporting Person^*

Avalon Ventures XI, L.P.

(Last)

(First)

(Middle)

1134 KLINE STREET

(Street)

LA JOLLA

92037

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Avalon BioVentures I, LP

(Last)

(First)

(Middle)

11099 N TORREY PINES ROAD, SUITE 290

(Street)

LA JOLLA

92037

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Avalon BioVentures SPV I, L.P.

(Last)

(First)

(Middle)

11099 N TORREY PINES ROAD, SUITE 290

(Street)

LA JOLLA

92037

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Lichter Jay

(Last)

(First)

(Middle)

11099 N TORREY PINES ROAD, SUITE 290

(Street)

LA JOLLA

92037

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These securities were sold in multiple transactions at prices ranging from $49.50 to $50.45 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of securities sold at each separate price within the range set forth in this footnote.

2. The securities are directly held by Avalon Ventures XI, L.P. ("Avalon Ventures"). Avalon Ventures XI GP, LLC ("Avalon XI GP") is the general partner of Avalon Ventures and may be deemed to beneficially own the securities held by Avalon Ventures. Mr. Lichter is a managing member of Avalon XI GP and shares voting and investment power with respect to the securities held by Avalon Ventures. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of his or its respective pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.

3. The securities are directly held by Avalon BioVentures I, LP ("ABV I"). Avalon BioVentures GP LLC ("ABV GP") is the general partner of ABV I and may be deemed to beneficially own the securities held by ABV I. Mr. Lichter is a managing member of ABV GP and shares voting and investment power with respect to the securities held by ABV I. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of his or its respective pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.

4. The securities are directly held by Avalon BioVentures SPV I, LP ("ABV SPV"). ABV SPV I GP LLC ("ABV SPV GP") is the general partner of ABV SPV and may be deemed to beneficially own the securities held by ABV SPV. Mr. Lichter is a managing member of ABV SPV GP and shares voting and investment power with respect to the securities held by ABV SPV. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of his or its respective pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.

5. The price reported in Column 4 is a weighted average price. These securities were sold in multiple transactions at prices ranging from $50.46 to $51.25 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of securities sold at each separate price within the range set forth in this footnote.

6. The securities are directly held by Mr. Lichter.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $50.76 to $51.05 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.97 to $50.18 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $50.00 to $50.86 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $51.00 to $51.97 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

11. Shares sold in a private transaction pursuant to a stock purchase agreement dated September 12, 2024. The closing of the transaction was subject to certain customary conditions to closing, including the expiration or earlier termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The closing conditions were satisfied, and the transaction closed, on October 18, 2024.

12. Immediately exercisable.

	Avalon Ventures XI, L.P., By: Avalon Ventures XI GP, LLC, its general partner, By /s/ Jay B. Lichter, Authorized Signatory	10/18/2024
	Avalon BioVentures I, LP, By: Avalon BioVentures GP, LLC, its general partner, By /s/ Jay B. Lichter, Authorized Signatory	10/18/2024
	Avalon BioVentures SPV I, LP, By: ABV SPV I GP, LLC, its general partner, By /s/ Jay B. Lichter, Authorized Signatory	10/18/2024
	/s/ Jay B. Lichter	10/18/2024
	** 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).
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.

Large owner Avalon Ventures Xi, L.P. sold $77,472,371 worth of shares (1,673,128 units at $46.30) and exercised 12,284 shares at a strike of $18.07 (SEC Form 4)