SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
 Â	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Reardon Tighe (Last) (First) (Middle) C/O JANUX THERAPEUTICS, INC. 11099 N. TORREY PINES ROAD, SUITE 290 (Street) LA JOLLA CA 92037 (City) (State) (Zip)	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 X Officer (give title below) Other (specify below) Acting Chief Financial Officer
	3. Date of Earliest Transaction (Month/Day/Year) 06/15/2021
	4. If Amendment, Date of 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

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								172,935	D
Common Stock	06/15/2021		C		2,696,843	A	(1)	2,696,843	I	See footnote(2)
Common Stock	06/15/2021		C		1,153,238	A	(1)	3,850,081	I	See footnote(2)
Common Stock	06/15/2021		P(3)		629,411	A	$17	4,479,492	I	See footnote(2)

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 Securities Underlying Derivative Security (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: 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 A Convertible Preferred Stock	(1)	06/15/2021		C			2,105,264	(1)	(1)	Common Stock	2,696,843	(1)	0	I	See footnote(2)
Series B Convertible Preferred Stock	(1)	06/15/2021		C			900,264	(1)	(1)	Common Stock	1,153,238	(1)	0	I	See footnote(2)

Explanation of Responses:

1. 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.

2. Shares are 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. Mr. Reardon is Chief Financial Officer of Avalon Ventures and shares voting and investment power with respect to the shares held by ABV SPV. Mr. Reardon disclaims beneficial ownership of such shares except to the extent of his actual pecuniary interest therein, if any. if any.

3. The shares were purchased in the Issuer's initial public offering.

Remarks:

	/s/ Tighe Reardon	06/16/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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