Statement of Changes in Beneficial Ownership (4)
22 Juin 2023 - 11:04PM
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)
233 WILSHIRE BLVD., SUITE 800, |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/20/2023 |
(Street)
SANTA MONICA, CA 90401 |
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
|
(City)
(State)
(Zip)
|
Rule 10b5-1(c) Transaction Indication
☐
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
|
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 | 6/20/2023 | | S(9) | | 1633948 | D | $9.0949 (9) | 9410412 (10) | I | See Footnotes (1)(7)(8) |
Common Stock | 6/20/2023 | | S(9) | | 163422 | D | $9.0949 (9) | 941234 (10) | I | See Footnotes (2)(7)(8) |
Common Stock | 6/20/2023 | | S(9) | | 60572 | D | $9.0949 (9) | 348946 (10) | I | See Footnotes (3)(7)(8) |
Common Stock | 6/20/2023 | | S(9) | | 3738257 | D | $9.0949 (9) | 21529126 (10) | I | See Footnotes (4)(7)(8) |
Common Stock | 6/20/2023 | | S(9) | | 1864751 | D | $9.0949 (9) | 10739652 (10) | I | See Footnotes (5)(7)(8) |
Common Stock | 6/20/2023 | | S(9) | | 250671 | D | $9.0949 (9) | 1443747 (10) | I | See Footnotes (6)(7)(8) |
Common Stock | | | | | | | | 28580 (11) | I | See Footnote (11) |
Common Stock | | | | | | | | 28580 (12) | I | See Footnote (12) |
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 Delaware limited partnership ("CCPIV"). |
(2) | Securities held of record by Clearlake Capital Partners IV (Offshore), L.P., a Cayman Islands exempted limited partnership ("CCPIV Offshore"). |
(3) | Securities held of record by Clearlake Capital Partners IV (AIV-Jupiter) USTE, L.P., a Delaware 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 exempted limited partnership ("CCPV Offshore"). |
(6) | Securities held of record by Clearlake Capital Partners V (USTE), L.P., a Delaware limited partnership ("CCPV USTE" and together with CCPIV, CCPIV Offshore, CCPIV USTE, CCPV, and CCPV Offshore, the "Clearlake Funds"). |
(7) | CCPIV, CCPIV USTE and CCPIV Offshore are managed by Clearlake Capital Management IV, L.P., a Delaware limited partnership ("CCMIV"). CCPV, CCPV USTE and CCPV Offshore are managed by Clearlake Capital Management V, L.P., a Delaware limited partnership ("CCMV"). Each of CCMIV and CCMV is ultimately controlled by Clearlake Capital Group, L.P., its investment adviser. Each of Jose E. Feliciano and Behdad Eghbali is a Managing Partner of Clearlake Capital Group, L.P. |
(8) | 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. |
(9) | The Reporting Persons sold these shares of Common Stock to an unaffiliated financial institution upon settlement of a post-paid forward transaction, for which the number of shares to be delivered and the price was determined at the end of the forward hedge selling period on June 20, 2023. |
(10) | Includes shares of Common Stock that were transferred to each individual Clearlake Fund upon vesting and settlement of restricted stock units ("RSUs") granted to Jose E. Feliciano and Colin Leonard in connection with their roles as members of the board of directors of the Issuer, which RSUs were held of record by each of Mr. Feliciano and Mr. Leonard for the benefit of such Clearlake Funds prior to settlement. |
(11) | Represents RSUs held of record by Mr. Feliciano for the benefit of the Clearlake Funds, which will be transferred to the Clearlake Funds upon vesting and settlement. |
(12) | Represents RSUs held of record by Mr. Leonard for the benefit of the Clearlake Funds, which will be transferred to the Clearlake Funds upon vesting and settlement. |
Remarks: Jose E. Feliciano and 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. 233 WILSHIRE BLVD., SUITE 800 SANTA MONICA, CA 90401 | X | X |
|
|
Eghbali Behdad C/O CLEARLAKE CAPITAL GROUP, L.P. 233 WILSHIRE BLVD., SUITE 800 SANTA MONICA, CA 90401 | X | X |
|
|
Feliciano Jose Enrique C/O CLEARLAKE CAPITAL GROUP, L.P. 233 WILSHIRE BLVD., SUITE 800 SANTA MONICA, CA 90401 | X | X |
|
|
Signatures
|
/s/ John F. Cannon, as Attorney-in-Fact for Clearlake Capital Group, L.P. | | 6/22/2023 |
**Signature of Reporting Person | Date |
/s/ John F. Cannon, as Attorney-in-Fact for Behdad Eghbali | | 6/22/2023 |
**Signature of Reporting Person | Date |
/s/ John F. Cannon, as Attorney-in-Fact for Jose E. Feliciano | | 6/22/2023 |
**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)
Graphique Historique de l'Action
De Déc 2024 à Jan 2025
Janus (NYSE:JBI)
Graphique Historique de l'Action
De Jan 2024 à Jan 2025