Sec Form 4 Filing - Lichter Jay @ Janux Therapeutics, Inc. - 2021-06-15

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 Lichter Jay 2. Issuer Name and Ticker or Trading Symbol Janux Therapeutics, Inc. [ JANX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O JANUX THERAPEUTICS, INC., 11099 N. TORREY PINES ROAD, SUITE 290 3. Date of Earliest Transaction (MM/DD/YY) 06/15/2021 (Street) LA JOLLA, CA92037 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (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 06/15/2021 C 1,138,665 A 1,330,815 I See footnote ( 2 ) Common Stock 06/15/2021 C 2,382,191 A 3,713,006 I See footnote ( 2 ) Common Stock 06/15/2021 C 674,211 A 4,387,217 I See footnote ( 2 ) Common Stock 06/15/2021 C 2,696,843 A 2,696,843 I See footnote ( 3 ) Common Stock 06/15/2021 C 1,153,238 A 3,850,081 I See footnote ( 3 ) Common Stock 06/15/2021 P( 4 ) 629,411 A $ 17 4,479,492 I See footnote ( 3 )

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 Series Seed Convertible Preferred Stock ( 1 ) 06/15/2021 C 888,888 ( 1 ) ( 1 ) Common Stock 1,138,665 ( 1 ) 0 I See footnote ( 2 ) Series Seed 2 Convertible Preferred Stock ( 1 ) 06/15/2021 C 1,859,634 ( 1 ) ( 1 ) Common Stock 2,382,191 ( 1 ) 0 I See footnote ( 2 ) Series A Convertible Preferred Stock ( 1 ) 06/15/2021 C 526,316 ( 1 ) ( 1 ) Common Stock 674,211 ( 1 ) 0 I See footnote ( 2 ) Series A Convertible Preferred Stock ( 1 ) 06/15/2021 C 2,105,264 ( 1 ) ( 1 ) Common Stock 2,696,843 ( 1 ) 0 I See footnote ( 3 ) Series B Convertible Preferred Stock ( 1 ) 06/15/2021 C 900,264 ( 1 ) ( 1 ) Common Stock 1,153,238 ( 1 ) 0 I See footnote ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Lichter Jay C/O JANUX THERAPEUTICS, INC. 11099 N. TORREY PINES ROAD, SUITE 290 LA JOLLA, CA92037 X X Signatures /s/ Tighe Reardon, Attorney-in-Fact 06/16/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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") 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. ( 2 )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. Dr. Lichter is a managing member of Avalon XI GP and shares voting and investment power with respect to the shares held by Avalon Ventures. Dr. Lichter disclaims beneficial ownership of all shares held by Avalon Ventures except to the extent of his actual pecuniary interest therein, if any. ( 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 shares voting and investment power with respect to the shares held by ABV SPV. Dr. Lichter disclaims beneficial ownership of all shares held by ABV SPV except to the extent of his actual pecuniary interest therein, if any. ( 4 )The shares were purchased in the Issuer's initial public offering.

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