Sec Form 4 Filing - Avalon Ventures XI, L.P. @ Janux Therapeutics, Inc. - 2024-09-26

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Avalon Ventures XI, L.P.
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)
(Last) (First) (Middle)
1134 KLINE STREET
3. Date of Earliest Transaction (MM/DD/YY)
09/26/2024
(Street)
LA JOLLA, CA92037
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 09/26/2024 S 49,497 D $ 46.78 ( 1 ) 2,909,678 D ( 2 )
Common Stock 09/26/2024 S 9,592 D $ 46.78 ( 1 ) 563,635 I By Avalon BioVentures I, LP ( 3 )
Common Stock 09/26/2024 S 50,539 D $ 46.78 ( 1 ) 2,970,875 I By Avalon BioVentures SPV I, L.P. ( 4 )
Common Stock 09/26/2024 S 40,803 D $ 47.77 ( 5 ) 2,868,875 D ( 2 )
Common Stock 09/26/2024 S 7,908 D $ 47.77 ( 5 ) 555,727 I By Avalon BioVentures I, LP ( 3 )
Common Stock 09/26/2024 S 41,661 D $ 47.77 ( 5 ) 2,929,214 I By Avalon BioVentures SPV I, LP ( 4 )
Common Stock 09/27/2024 S 45,894 D $ 46.42 ( 6 ) 2,822,981 D ( 2 )
Common Stock 09/27/2024 S 8,894 D $ 46.42 ( 6 ) 546,833 I By Avalon BioVentures I, LP ( 3 )
Common Stock 09/27/2024 S 46,861 D $ 46.42 ( 6 ) 2,882,353 I By Avalon BioVentures SPV I, L.P. ( 4 )
Common Stock 09/27/2024 S 1,511 D $ 47.74 ( 7 ) 2,821,470 D ( 2 )
Common Stock 09/27/2024 S 293 D $ 47.74 ( 7 ) 546,540 I By Avalon BioVentures I, LP ( 3 )
Common Stock 09/27/2024 S 1,542 D $ 47.74 ( 7 ) 2,880,811 I By Avalon BioVentures SPV I, L.P. ( 4 )
Common Stock 09/27/2024 M 828 A $ 17 7,828 D ( 8 )
Common Stock 09/27/2024 M 345 A $ 10.73 8,173 D ( 8 )
Common Stock 09/27/2024 M 345 A $ 13.22 8,518 D ( 8 )
Common Stock 09/27/2024 M 234 A $ 39.8 8,752 D ( 8 )
Common Stock 09/27/2024 S 1,826 D $ 46.19 ( 9 ) 6,926 D ( 8 )
Common Stock 09/30/2024 M 434 A $ 17 7,360 D ( 8 )
Common Stock 09/30/2024 M 181 A $ 10.73 7,541 D ( 8 )
Common Stock 09/30/2024 M 181 A $ 13.22 7,722 D ( 8 )
Common Stock 09/30/2024 M 123 A $ 39.8 7,845 D ( 8 )
Common Stock 09/30/2024 S 958 D $ 46.24 ( 10 ) 6,887 D ( 8 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Stock Option (right to buy) $ 17 09/27/2024 M 828 ( 11 ) 07/19/2027 Common Stock 828 $ 0 28,178 D ( 8 )
Stock Option (right to buy) $ 10.73 09/27/2024 M 345 ( 11 ) 07/19/2027 Common Stock 345 $ 0 11,741 D ( 8 )
Stock Option (right to buy) $ 13.22 09/27/2024 M 345 ( 11 ) 07/19/2027 Common Stock 345 $ 0 11,741 D ( 8 )
Stock Option (right to buy) $ 39.8 09/27/2024 M 234 ( 11 ) 07/19/2027 Common Stock 234 $ 0 7,839 D ( 8 )
Stock Option (right to buy) $ 17 09/30/2024 M 434 ( 11 ) 07/19/2027 Common Stock 434 $ 0 27,744 D ( 8 )
Stock Option (right to buy) $ 10.73 09/30/2024 M 181 ( 11 ) 07/19/2027 Common Stock 181 $ 0 11,560 D ( 8 )
Stock Option (right to buy) $ 13.22 09/30/2024 M 181 ( 11 ) 07/19/2027 Common Stock 181 $ 0 11,560 D ( 8 )
Stock Option (right to buy) $ 39.8 09/30/2024 M 123 ( 11 ) 07/19/2027 Common Stock 123 $ 0 7,716 D ( 8 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Avalon Ventures XI, L.P.
1134 KLINE STREET
LA JOLLA, CA92037
X
Avalon BioVentures I, LP
11099 N TORREY PINES ROAD, SUITE 290
LA JOLLA, CA92037
X
Avalon BioVentures SPV I, L.P.
11099 N TORREY PINES ROAD, SUITE 290
LA JOLLA, CA92037
X
Lichter Jay
11099 N TORREY PINES ROAD, SUITE 290
LA JOLLA, CA92037
X
Signatures
Avalon Ventures XI, L.P., By: Avalon Ventures XI GP, LLC, its general partner, By /s/ Jay B. Lichter, Authorized Signatory 09/30/2024
Signature of Reporting Person Date
Avalon BioVentures I, LP, By: Avalon BioVentures GP, LLC, its general partner, By /s/ Jay B. Lichter, Authorized Signatory 09/30/2024
Signature of Reporting Person Date
Avalon BioVentures SPV I, LP, By: ABV SPV I GP, LLC, its general partner, By /s/ Jay B. Lichter, Authorized Signatory 09/30/2024
Signature of Reporting Person Date
/s/ Jay B. Lichter 09/30/2024
Signature of Reporting Person Date
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 $46.50 to $47.49 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 $47.50 to $48.14 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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $46.25 to $47.11 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.
( 7 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $47.28 to $47.97 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.
( 8 )The securities are directly held by Mr. Lichter.
( 9 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $46.11 to $46.22 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 $46.24 to $46.31 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 )Immediately exercisable.

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