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    Director Ra Capital Management, L.P. bought $25,342,965 worth of shares (824,041 units at $30.75) (SEC Form 4)

    3/7/25 6:05:32 PM ET
    $JANX
    Biotechnology: Pharmaceutical Preparations
    Health Care
    Get the next $JANX alert in real time by email
    SEC FORM 4 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
      
    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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
    1. Name and Address of Reporting Person*
    RA CAPITAL MANAGEMENT, L.P.

    (Last) (First) (Middle)
    200 BERKELEY STREET, 18TH FLOOR

    (Street)
    BOSTON MA 02116

    (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)
    X Director X 10% Owner
    Officer (give title below) Other (specify below)
    3. Date of Earliest Transaction (Month/Day/Year)
    03/05/2025
    4. 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 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 03/05/2025 P 304,287 A $30.56(1) 9,621,533 I See footnotes(2)(3)
    Common Stock 03/05/2025 P 37,455 A $31.3(4) 9,658,988 I See footnotes(2)(3)
    Common Stock 03/06/2025 P 372,093 A $30.78(5) 10,031,081 I See footnotes(2)(3)
    Common Stock 03/07/2025 P 110,206 A $31.02(6) 10,141,287 I See footnotes(2)(3)
    Common Stock 1,048,406 I See footnotes(2)(7)
    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
    1. Name and Address of Reporting Person*
    RA CAPITAL MANAGEMENT, L.P.

    (Last) (First) (Middle)
    200 BERKELEY STREET, 18TH FLOOR

    (Street)
    BOSTON MA 02116

    (City) (State) (Zip)

    Relationship of Reporting Person(s) to Issuer
    X Director X 10% Owner
    Officer (give title below) Other (specify below)
    1. Name and Address of Reporting Person*
    RA Capital Healthcare Fund LP

    (Last) (First) (Middle)
    200 BERKELEY STREET, 18TH FLOOR

    (Street)
    BOSTON MA 02116

    (City) (State) (Zip)

    Relationship of Reporting Person(s) to Issuer
    X Director X 10% Owner
    Officer (give title below) Other (specify below)
    1. Name and Address of Reporting Person*
    RA Capital Nexus Fund II, L.P.

    (Last) (First) (Middle)
    200 BERKELEY STREET, 18TH FLOOR

    (Street)
    BOSTON MA 02116

    (City) (State) (Zip)

    Relationship of Reporting Person(s) to Issuer
    X Director 10% Owner
    Officer (give title below) Other (specify below)
    1. Name and Address of Reporting Person*
    Kolchinsky Peter

    (Last) (First) (Middle)
    C/O RA CAPITAL MANAGEMENT, L.P.
    200 BERKELEY STREET, 18TH FLOOR

    (Street)
    BOSTON MA 02116

    (City) (State) (Zip)

    Relationship of Reporting Person(s) to Issuer
    X Director X 10% Owner
    Officer (give title below) Other (specify below)
    1. Name and Address of Reporting Person*
    Shah Rajeev M.

    (Last) (First) (Middle)
    C/O RA CAPITAL MANAGEMENT, L.P.
    200 BERKELEY STREET, 18TH FLOOR

    (Street)
    BOSTON MA 02116

    (City) (State) (Zip)

    Relationship of Reporting Person(s) to Issuer
    X Director X 10% Owner
    Officer (give title below) Other (specify below)
    Explanation of Responses:
    1. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $29.90 to $30.89 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
    2. RA Capital Management, L.P. (the "Adviser") is the investment manager for the Fund and RA Capital Nexus Fund II, L.P. (the "Nexus Fund II"). The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. Each of the Adviser, the Adviser GP, the Fund, the Nexus Fund II, Dr. Kolchinsky and Mr. Shah disclaims beneficial ownership of any of the reported securities, except to the extent of its or his respective pecuniary interest therein.
    3. Held directly by RA Capital Healthcare Fund, L.P. (the "Fund").
    4. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $30.90 to $31.50 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
    5. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $30.54 to $31.00 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
    6. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $30.74 to $31.40 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
    7. Held directly by the Nexus Fund II.
    Remarks:
    Jake Simson, a Partner of the Adviser, serves on the Issuer's board of directors.
    /s/ Peter Kolchinsky, Manager of RA Capital Management, L.P. 03/07/2025
    /s/ Peter Kolchinsky, Manager of RA Capital Healthcare Fund GP, LLC the General Partner of RA Capital Healthcare Fund, L.P. 03/07/2025
    /s/ Peter Kolchinsky, Manager of RA Capital Nexus Fund II GP, LLC the General Partner of RA Capital Nexus Fund II, L.P. 03/07/2025
    /s/ Peter Kolchinsky, individually 03/07/2025
    /s/ Rajeev Shah, individually 03/07/2025
    ** 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).
    Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
    Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
    Get the next $JANX alert in real time by email

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