0001415889-24-018452.txt : 20240628
0001415889-24-018452.hdr.sgml : 20240628
20240628163536
ACCESSION NUMBER: 0001415889-24-018452
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240626
FILED AS OF DATE: 20240628
DATE AS OF CHANGE: 20240628
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: RA Capital Healthcare Fund LP
CENTRAL INDEX KEY: 0001315082
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40475
FILM NUMBER: 241086293
BUSINESS ADDRESS:
STREET 1: 200 BERKELEY STREET
STREET 2: 18TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
BUSINESS PHONE: 6177782500
MAIL ADDRESS:
STREET 1: 200 BERKELEY STREET
STREET 2: 18TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
FORMER NAME:
FORMER CONFORMED NAME: RA Capital Biotech Fund LP
DATE OF NAME CHANGE: 20050121
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: RA CAPITAL MANAGEMENT, L.P.
CENTRAL INDEX KEY: 0001346824
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40475
FILM NUMBER: 241086294
BUSINESS ADDRESS:
STREET 1: 200 BERKELEY STREET, 18TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
BUSINESS PHONE: 617-778-2500
MAIL ADDRESS:
STREET 1: 200 BERKELEY STREET, 18TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
FORMER NAME:
FORMER CONFORMED NAME: RA CAPITAL MANAGEMENT, LLC
DATE OF NAME CHANGE: 20051213
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: RA Capital Nexus Fund II, L.P.
CENTRAL INDEX KEY: 0001825376
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40475
FILM NUMBER: 241086292
BUSINESS ADDRESS:
STREET 1: 200 BERKELEY STREET, 18TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
BUSINESS PHONE: 617-778-2500
MAIL ADDRESS:
STREET 1: 200 BERKELEY STREET, 18TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Shah Rajeev M.
CENTRAL INDEX KEY: 0001619841
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40475
FILM NUMBER: 241086290
MAIL ADDRESS:
STREET 1: 200 BERKELEY STREET
STREET 2: 18TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Kolchinsky Peter
CENTRAL INDEX KEY: 0001384859
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40475
FILM NUMBER: 241086291
MAIL ADDRESS:
STREET 1: 200 BERKELEY STREET
STREET 2: 18TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Janux Therapeutics, Inc.
CENTRAL INDEX KEY: 0001817713
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
ORGANIZATION NAME: 03 Life Sciences
IRS NUMBER: 822289112
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 10955 VISTA SORRENTO PARKWAY
STREET 2: SUITE 200
CITY: SAN DIEGO
STATE: CA
ZIP: 92130
BUSINESS PHONE: (858) 751-4493
MAIL ADDRESS:
STREET 1: 10955 VISTA SORRENTO PARKWAY
STREET 2: SUITE 200
CITY: SAN DIEGO
STATE: CA
ZIP: 92130
4
1
form4-06282024_080632.xml
X0508
4
2024-06-26
0001817713
Janux Therapeutics, Inc.
JANX
0001346824
RA CAPITAL MANAGEMENT, L.P.
200 BERKELEY STREET, 18TH FLOOR
BOSTON
MA
02116
true
false
true
false
0001315082
RA Capital Healthcare Fund LP
200 BERKELEY STREET, 18TH FLOOR
BOSTON
MA
02116
1
0
1
0
0001825376
RA Capital Nexus Fund II, L.P.
200 BERKELEY STREET, 18TH FLOOR
BOSTON
MA
02116
1
0
0
0
0001384859
Kolchinsky Peter
C/O RA CAPITAL MANAGEMENT, L.P.
200 BERKELEY STREET, 18TH FLOOR
BOSTON
MA
02116
1
0
1
0
0001619841
Shah Rajeev M.
C/O RA CAPITAL MANAGEMENT, L.P.
200 BERKELEY STREET, 18TH FLOOR
BOSTON
MA
02116
1
0
1
0
0
Common Stock
2024-06-26
4
A
0
2500
0
A
2500
I
See footnotes
Common Stock
8117246
I
See footnotes
Common Stock
1048406
I
See footnotes
Stock Option (Right to Buy)
39.80
2024-06-26
4
A
0
8350
0
A
2034-06-25
Common Stock
8350
8350
I
See Footnotes
Represents the grant of restricted stock units ("RSUs"), each of which represents a contingent right to receive one share of the Issuer's common stock. The RSUs will vest on the earlier of (i) June 26, 2025 and (ii) the date of the next annual meeting of the Issuer's stockholders, in each case, subject to Dr. Jake Simson's continuous service on such date.
RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (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.
Jake Simson is a Partner of the Adviser who serves on the Issuer's board of directors. Under Dr. Simson's arrangement with the Adviser, Dr. Simson holds the option and RSU for the benefit of the Fund and the Nexus Fund II. Dr. Simson is obligated to turn over to the Adviser any net cash or stock received upon exercise of the option or settlement of RSUs, which will offset advisory fees owed by the Fund and the Nexus Fund II to the Adviser. The Reporting Persons therefore disclaim beneficial ownership of the option and RSU and underlying common stock.
Held directly by the Fund.
Held directly by the Nexus Fund II.
The shares subject to the option will vest in equal monthly installments over the 12 months following June 26, 2024, provided that the shares subject to the option will in any case be fully vested on the date of the next annual meeting of the Issuer's stockholders, subject to Dr. Simson's continuous service on each such date.
Dr. 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.
2024-06-28
/s/ Peter Kolchinsky, Manager of RA Capital Healthcare Fund GP, LLC, the General Partner of RA Capital Healthcare Fund, L.P.
2024-06-28
/s/ Peter Kolchinsky, Manager of RA Capital Nexus Fund II GP, LLC, the General Partner of RA Capital Nexus Fund II, L.P.
2024-06-28
/s/ Peter Kolchinsky, individually
2024-06-28
/s/ Rajeev Shah, individually
2024-06-28