Statement of Changes in Beneficial Ownership (4)
December 16 2022 - 3:29PM
Edgar (US Regulatory)
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 OF SECURITIES
|
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden hours per response...
0.5
|
|
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
1. Name and Address of Reporting Person
*
CLEARLAKE CAPITAL GROUP, L.P. |
2. Issuer Name and Ticker or Trading Symbol
Janus International Group, Inc.
[
JBI
]
|
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 JANUS INTERNATIONAL GROUP, INC., 135 JANUS INTERNATIONAL BLVD. |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/14/2022 |
(Street)
TEMPLE, GA 30179
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
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. Trans. Date
|
2A. Deemed Execution Date, if any
|
3. Trans. 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 | 12/14/2022 | | S | | 402578 | D | $9.31 | 11039023 | I | See Footnotes (1)(7)(8)(9) |
Common Stock | 12/14/2022 | | S | | 40266 | D | $9.31 | 1104122 | I | See Footnotes (2)(7)(8)(9) |
Common Stock | 12/14/2022 | | S | | 14927 | D | $9.31 | 409320 | I | See Footnotes (3)(7)(8)(9) |
Common Stock | 12/14/2022 | | S | | 921023 | D | $9.31 | 25255172 | I | See Footnotes (4)(7)(8)(9) |
Common Stock | 12/14/2022 | | S | | 459443 | D | $9.31 | 12598313 | I | See Footnotes (5)(7)(8)(9) |
Common Stock | 12/14/2022 | | S | | 61763 | D | $9.31 | 1693600 | I | See Footnotes (6)(7)(8)(9) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
|
1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 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 |
Explanation of Responses: |
(1) | Securities held of record by Clearlake Capital Partners IV (AIV-Jupiter), L.P., a Cayman Islands limited partnership ("CCPIV"). |
(2) | Securities held of record by Clearlake Capital Partners IV (Offshore), L.P., a Cayman Islands limited partnership ("CCPIV Offshore"). |
(3) | Securities held of record by Clearlake Capital Partners IV (AIV-Jupiter) USTE, L.P., a Cayman Islands limited partnership ("CCPIV USTE"). |
(4) | Securities held of record by Clearlake Capital Partners V, L.P., a Delaware limited partnership ("CCPV"). |
(5) | Securities held of record by Clearlake Capital Partners V (Offshore), L.P., a Cayman Islands limited partnership ("CCPV Offshore"). |
(6) | Securities held of record by Clearlake Capital Partners V (USTE), L.P., a Delaware limited partnership ("CCPV USTE"). |
(7) | CCPIV, CCPIV USTE and CCPIV Offshore are managed by Clearlake Capital Management IV, L.P., a Delaware limited partnership ("CCMIV"). CCMIV's general partner is Clearlake Capital Group, L.P., whose general partner is CCG Operations, L.L.C., a Delaware limited liability company ("CCG Ops"). The general partner for each of CCPIV, CCPIV USTE and CCPIV Offshore is Clearlake Capital Partners IV GP, L.P., a Delaware limited partnership ("CCPIV GP"). CCPIV GP's general partner is Clearlake Capital Partners, LLC, a Delaware limited liability company ("CCP"). |
(8) | CCPV, CCPV USTE and CCPV Offshore are managed by Clearlake Capital Management V, L.P., a Delaware limited partnership ("CCMV"). CCMV's general partner is Clearlake Capital Group, L.P., whose general partner is CCG Ops. The general partner for each of CCPV, CCPV USTE and CCPV Offshore is Clearlake Capital Partners V GP, L.P., a Delaware limited partnership ("CCPV GP"). CCPV GP's general partner is CCP. CCP's managing member is CCP MM, LLC, a Delaware limited liability company ("CCP MM"). CCP MM's managing member is CCG Ops. CCG Global LLC, a Delaware liability company ("CCG Global"), is the managing member of CCG Ops. Jose E. Feliciano and Behdad Eghbali are managers of CCG Global. |
(9) | Each Reporting Person disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest therein, and the inclusion of these securities 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. |
Remarks: Mr. Jose E. Feliciano and Mr. Colin Leonard are members of the board of directors of the Issuer. On the basis of the relationship between Mr. Feliciano and Mr. Leonard, on the one hand, and the Reporting Persons, on the other, the Reporting Persons may be deemed directors by deputization in respect of the Issuer. |
Reporting Owners
|
Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
CLEARLAKE CAPITAL GROUP, L.P. C/O JANUS INTERNATIONAL GROUP, INC. 135 JANUS INTERNATIONAL BLVD. TEMPLE, GA 30179 | X | X |
|
|
Eghbali Behdad C/O CLEARLAKE CAPITAL GROUP, LLC 650 MADISON AVE., 23RD FLOOR NEW YORK, NY 10022 | X | X |
|
|
Feliciano Jose Enrique C/O CLEARLAKE CAPITAL GROUP, LLC 650 MADISON AVE., 23RD FLOOR NEW YORK, NY 10022 | X | X |
|
|
Signatures
|
/s/ John Cannon, as Attorney-in-Fact for Clearlake Capital Group, L.P. | | 12/16/2022 |
**Signature of Reporting Person | Date |
/s/ John Cannon, as Attorney-in-Fact for Behdad Eghbali | | 12/16/2022 |
**Signature of Reporting Person | Date |
/s/ John Cannon, as Attorney-in-Fact for Jose E. Feliciano | | 12/16/2022 |
**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 control number. |
Janus (NYSE:JBI)
Historical Stock Chart
From Jul 2024 to Aug 2024
Janus (NYSE:JBI)
Historical Stock Chart
From Aug 2023 to Aug 2024