Brian Cook - Jun 7, 2021 Form 4 Insider Report for Juniper Industrial Holdings, Inc. (JIH)

Role
Chief Executive Officer and Chief Financial Officer, 10%+ Owner
Signature
/s/ Brian Cook
Stock symbol
JIH
Transactions as of
Jun 7, 2021
Transactions value $
$0
Form type
4
Date filed
6/9/2021, 08:30 PM
Next filing
Nov 16, 2021

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction JIH Class B Common Stock Conversion of derivative security -8.52M -100% 0 Jun 7, 2021 Class A Common Stock 8.52M See footnotes F1, F2, F3, F4
transaction JIH Warrant Other -10.2M -100% 0 Jun 7, 2021 Class A Common Stock 10.2M See footnotes F3, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Brian Cook is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 As described in the issuer's registration statement on Form S-1 (File No. 333-234264) under the heading "Description of Securities-Founder Shares", the shares of Class B common stock, par value $0.0001 per share ("Class B common stock"), automatically convert into shares of Class A common stock, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.
F2 (Continued from Footnote 1) On June 7, 2021, the issuer consummated its initial business combination (the "Business Combination") with Janus International Group, LLC, a Delaware limited liability corporation. In connection with the Business Combination, each share of Class B common stock was exchanged on a one-for-one basis for shares of Janus Common Stock (as defined below).
F3 These securities were held by Juniper Industrial Sponsor, LLC (the "Sponsor"). The reporting person has voting and investment discretion with respect to the securities held by the Sponsor and may be deemed to have shared beneficial ownership of the securities held directly by the Sponsor. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
F4 In connection with the Business Combination, the Sponsor exchanged its shares of Class B common stock for 8,520,000 fully paid and non-assessable shares of common stock, par value U.S. $0.0001 per share, of Janus International Group, Inc. ("Janus Common Stock").
F5 In connection with the Business Combination, the Sponsor exchanged each of its warrants to purchase shares of Juniper Class A Common Stock on a two-for-one basis for 5,075,000 warrants to purchase shares of Janus Common Stock at a price of $11.50 per share.
F6 The warrants were not exercisable until 30 days after the issuer's initial business combination and would have expired five years from the consummation of the issuer's initial business combination.

Remarks:

Chief Executive Officer and Chief Financial Officer