SEC FORM 3

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^*

Avalon Ventures XI, L.P.

(Last)

(First)

(Middle)

1134 KLINE STREET

(Street)

LA JOLLA

92037

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/10/2021

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

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

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

5. 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 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)
Common Stock	192,150	D⁽¹⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series Seed Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	1,138,665	⁽²⁾	D⁽¹⁾
Series Seed 2 Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	2,382,191	⁽²⁾	D⁽¹⁾
Series A Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	674,211	⁽²⁾	D⁽¹⁾
Series A Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	2,696,843	⁽²⁾	I	See footnote⁽³⁾
Series B Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	1,153,238	⁽²⁾	I	See footnote⁽³⁾

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 SPV I, 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)

Explanation of Responses:

1. The shares are directly held by Avalon Ventures XI, L.P. (Avalon Ventures). Avalon Ventures XI GP LLC (Avalon XI GP) is general partner of Avalon Ventures and may be deemed to have voting and investment power with respect to the shares held by Avalon Ventures. Kevin Kinsella, Richard Levandov, Braden Bohrmann and Jay Lichter, Ph.D. are managing members of Avalon XI GP. Mr. Kinsella, Mr. Levandov, Mr. Bohrmann and Dr. Lichter share voting and investment power with respect to the shares held by Avalon Ventures. Each of such individuals disclaims beneficial ownership of all shares held by Avalon Ventures except to the extent of each such individual's actual pecuniary interest therein, if any.

2. Each share of Series Seed Convertible Preferred Stock, Series Seed 2 Convertible Preferred Stock, Series A Convertible Preferred Stock and Series B Convertible Preferred Stock (collectively, the "Preferred Stock") is convertible 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 has no expiration date.

3. The shares are directly held by Avalon BioVentures SPV I, LP (ABV SPV). ABV SPV I GP LLC (ABV GP) is a general partner of ABV SPV and may be deemed to have voting and investment power with respect to the shares held by ABV SPV and as a result may be deemed to have beneficial ownership of such shares. Dr. Lichter and Tighe Reardon share voting and investment power with respect to the shares held by ABV SPV. Each of such individuals disclaims beneficial ownership of all shares held by ABV SPV except to the extent of each such individual's actual pecuniary interest therein, if any.

Remarks:

	Avalon Ventures XI, L.P. By: Avalon Ventures XI GP, LLC, its general partner, By: /s/ Tighe Reardon, Authorized Signatory	06/10/2021
	Avalon BioVentures SPV I, LP By:ABV SPV I GP, LLC, its general partner, By: /s/ Tighe Reardon, Authorized Signatory	06/10/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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