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Filing Details

Accession Number:: 0001209191-21-041054
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-06-16 18:17:57
Reporting Period:: 2021-06-15

Accepted Time:: 2021-06-16 18:17:57
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1817713	Janux Therapeutics Inc.	JANX	()	DE

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1055951	Orbimed Advisors Llc	601 Lexington Avenue, 54Th Floor New York NY 10022	Yes	No	No	No
1808744	Orbimed Genesis Gp Llc	601 Lexington Avenue, 54Th Floor New York NY 10022	Yes	No	No	No
1845804	Orbimed Capital Gp Viii Llc	601 Lexington Avenue, 54Th Floor New York NY 10022	Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2021-06-15	1,348,421	$0.00	1,348,421	No	4	C	Indirect	See footnotes
Common Stock	Acquisiton	2021-06-15	823,742	$0.00	2,172,163	No	4	C	Indirect	See footnotes
Common Stock	Acquisiton	2021-06-15	588,203	$17.00	2,760,366	No	4	P	Indirect	See footnotes
Common Stock	Acquisiton	2021-06-15	164,748	$0.00	164,748	No	4	C	Indirect	See footnotes
Common Stock	Acquisiton	2021-06-15	117,650	$17.00	282,398	No	4	P	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See footnotes
No	4	C	Indirect	See footnotes
No	4	P	Indirect	See footnotes
No	4	C	Indirect	See footnotes
No	4	P	Indirect	See footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series A Convertible Preferred Stock	Disposition	2021-06-15	1,052,632	$0.00	1,348,421	$0.00
Common Stock	Series B Convertible Preferred Stock	Disposition	2021-06-15	643,046	$0.00	823,742	$0.00
Common Stock	Series B Convertible Preferred Stock	Disposition	2021-06-15	128,609	$0.00	164,748	$0.00

Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect

Footnotes

Each share of Series A Convertible Preferred Stock and Series B Convertible Preferred Stock (collectively, the "Preferred Stock") converted 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 had no expiration date.
The securities are held of record by OrbiMed Private Investments VIII, LP ("OPI VIII"). OrbiMed Capital GP VIII LLC ("GP VIII") is the general partner of OPI VIII and OrbiMed Advisors LLC ("Advisors") is the managing member of GP VIII. By virtue of such relationships, GP VIII and Advisors may be deemed to have voting and investment power with respect to the shares held by OPI VIII and as a result may be deemed to have beneficial ownership of such shares. Advisors exercises investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and Jonathan T. Silverstein.
This report on Form 4 is jointly filed by Advisors, GP VIII, and OrbiMed Genesis GP LLC ("Genesis GP"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. Advisors and GP VIII have designated a representative, Peter Thompson, an employee of Advisors, to serve on the Issuer's board of directors. This report shall not be deemed an admission that any such entity or person is a beneficial owner of such securities for purpose of Section 16 of the Exchange Act, or for any other purpose.
The shares were purchased in the Issuer's initial public offering.
The securities are held of record by OrbiMed Genesis Master Fund, L.P. ("Genesis Fund"). Genesis GP is the general partner of Genesis Fund and Advisors is the managing member of Genesis GP. By virtue of such relationships, Genesis GP and Advisors may be deemed to have voting and investment power with respect to the shares held by Genesis Fund and as a result may be deemed to have beneficial ownership of such shares. Advisors exercises investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and Jonathan T. Silverstein.