Janux Therapeutics Inc.

01/03/2025 | Press release | Distributed by Public on 01/03/2025 16:10

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Meyer Andrew Hollman
2. Issuer Name and Ticker or Trading Symbol
Janux Therapeutics, Inc. [JANX] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Business Officer
(Last) (First) (Middle)
C/O JANUX THERAPEUTICS, INC., 10955 VISTA SORRENTO PARKWAY, SUITE 200 		3. Date of Earliest Transaction (Month/Day/Year)
01/02/2025
(Street)
SAN DIEGO, CA 92130 		4. If Amendment, Date 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
(City) (State) (Zip)
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 01/02/2025 A 18,000(1) A $ 0 95,473 D
Common Stock 01/02/2025 S(2) 2,922 D $53.7582(3) 92,551 D
Common Stock 01/02/2025 S(2) 5,768 D $54.5111(4) 86,783 D
Common Stock 01/02/2025 S(2) 3,444 D $55.7587(5) 83,339 D
Common Stock 01/02/2025 S(2) 1,000 D $56.7778(6) 82,339 D
Common Stock 01/02/2025 S(2) 200 D $57.365(7) 82,139 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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) $53.24 01/02/2025 A 63,000 (8) 01/01/2035 Common Stock 63,000 $ 0 63,000 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Meyer Andrew Hollman
C/O JANUX THERAPEUTICS, INC.
10955 VISTA SORRENTO PARKWAY, SUITE 200
SAN DIEGO, CA 92130 		Chief Business Officer

Signatures

/s/ James Pennington, Attorney-in-Fact 01/03/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents the grant of restricted stock units ("RSUs"), each of which represents a contingent right to receive one share of the Issuer's common stock. The RSUs vest in four equal annual installments beginning on January 1, 2026.
(2) The shares were sold pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 30, 2024.
(3) The weighted average sale price for the transaction reported was $53.7582 and the range of prices were between $53.20 and $54.18. Upon request by the SEC staff, the Issuer, or any security holder of the Issuer, full information regarding the number of shares sold at each separate price will be provided.
(4) The weighted average sale price for the transaction reported was $54.5111 and the range of prices were between $54.21 and $55.14. Upon request by the SEC staff, the Issuer, or any security holder of the Issuer, full information regarding the number of shares sold at each separate price will be provided.
(5) The weighted average sale price for the transaction reported was $55.7587 and the range of prices were between $55.24 and $56.23. Upon request by the SEC staff, the Issuer, or any security holder of the Issuer, full information regarding the number of shares sold at each separate price will be provided.
(6) The weighted average sale price for the transaction reported was $56.7778 and the range of prices were between $56.33 and $57.32. Upon request by the SEC staff, the Issuer, or any security holder of the Issuer, full information regarding the number of shares sold at each separate price will be provided.
(7) The weighted average sale price for the transaction reported was $57.365 and the range of prices were between $57.35 and $57.38. Upon request by the SEC staff, the Issuer, or any security holder of the Issuer, full information regarding the number of shares sold at each separate price will be provided.
(8) 25% of the shares subject to the option vest on January 1, 2026 and the balance will vest in equal monthly installments thereafter over a three year period.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.