Sec Form 4 Filing - Avalon Ventures XI, L.P. @ Janux Therapeutics, Inc. - 2024-02-29

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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)
02/29/2024
(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 02/29/2024 J( 1 ) 438,722 D $ 0 3,948,495 D ( 2 )
Common Stock 02/29/2024 J( 3 ) 11,388 A $ 0 11,388 I By Avalon Ventures XI GP LLC ( 4 )
Common Stock 02/29/2024 J( 5 ) 11,388 D $ 0 0 I By Avalon Ventures XI GP LLC ( 4 )
Common Stock 02/29/2024 J( 6 ) 447,949 D $ 0 4,031,543 I By Avalon BioVentures SPV I, LP ( 7 )
Common Stock 02/29/2024 J( 8 ) 31,456 A $ 0 31,456 I By ABV SPV I GP LLC ( 9 )
Common Stock 02/29/2024 J( 10 ) 31,456 D $ 0 0 I By ABV SPV I GP LLC ( 9 )
Common Stock 02/29/2024 J( 11 ) 84,985 D $ 0 764,869 I By Avalon BioVentures I, LP ( 12 )
Common Stock 02/29/2024 J( 13 ) 1,700 A $ 0 1,700 I By Avalon BioVentures GP LLC ( 14 )
Common Stock 02/29/2024 J( 15 ) 1,700 D $ 0 0 I By Avalon BioVentures GP LLC ( 14 )
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
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 SPV I, L.P.
1134 KLINE STREET
LA JOLLA, CA92037
X
Avalon BioVentures I, LP
1134 KLINE STREET
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 03/04/2024
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 03/04/2024
Signature of Reporting Person Date
Avalon BioVentures I, LP By: Avalon BioVentures GP, LLC, its general partner, By /s/ Jay B. Lichter, Authorized Signatory 03/04/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents a pro-rata, in-kind distribution, and not a purchase or sale of securities, by Avalon Ventures XI LP (Avalon Ventures) to its general partner and limited partners without additional consideration.
( 2 )The shares are held directly by 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 shares held by Avalon Ventures. Each of the Reporting Persons disclaims beneficial ownership of these shares except to the extent of its respective pecuniary interest therein, and the inclusion of these shares 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 )Represents receipt of shares in the distribution in kind described in footnote (1).
( 4 )The shares are held directly by Avalon XI GP. Avalon XI GP is the general partner of Avalon Ventures. Each of the Reporting Persons disclaims beneficial ownership of these shares except to the extent of its respective pecuniary interest therein, and the inclusion of these shares 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 )Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Avalon XI GP to its members without additional consideration.
( 6 )Represents a pro rata, in-kind distribution, and not a purchase or sale of securities by Avalon BioVentures SPV I, LP (ABV SPV) to its general partner and limited partners without additional consideration.
( 7 )The shares are directly held by 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 shares held by ABV SPV. Each of the Reporting Persons disclaims beneficial ownership of these shares except to the extent of its respective pecuniary interest therein, and the inclusion of these shares 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.
( 8 )Represents receipt of shares in the distribution in kind described in footnote (6).
( 9 )The shares are held directly by ABV SPV GP. ABV SPV GP is the general partner of ABV SPV. Each of the Reporting Persons disclaims beneficial ownership of these shares except to the extent of its respective pecuniary interest therein, and the inclusion of these shares 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.
( 10 )Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by ABV SPV GP to its members without additional consideration.
( 11 )Represents a pro-rata, in kind distribution, and not a purchase or sale of securities, by Avalon BioVentures I, LP (ABV I) to its general partner and limited partners without additional consideration.
( 12 )The shares are held directly by ABV I. Avalon BioVentures GP, LLC (ABV GP) is the general partner of ABV I and may be deemed to beneficially own the shares held by ABV I. Each of the Reporting Persons disclaims beneficial ownership of these shares except to the extent of its respective pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Sec tion 16 or for any other purpose.
( 13 )Represents receipt of shares in the distribution in kind described in footnote (11).
( 14 )The shares are held directly by ABV GP. ABV GP is the general partner of ABV I. Each of the Reporting Persons disclaims beneficial ownership of these shares except to the extent of its respective pecuniary interest therein, and the inclusion of these shares 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.
( 15 )Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by ABV GP to its members without additional consideration.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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