Clearlake Capital Group, L.P. - Nov 12, 2021 Form 4 Insider Report for Janus International Group, Inc. (JBI)

Role
Director, 10%+ Owner
Signature
/s/ Scott Sannes, as Attorney-in-Fact for Clearlake Capital Group, L.P.
Stock symbol
JBI
Transactions as of
Nov 12, 2021
Transactions value $
$0
Form type
4
Date filed
11/16/2021, 03:49 PM
Previous filing
Jun 7, 2021
Next filing
Dec 21, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction JBI Common Stock, par value $0.0001 per share ("Common Stock") Options Exercise $0 +30K +7.22% $0.00 445K Nov 12, 2021 See footnotes F1, F2, F8, F9, F10
transaction JBI Common Stock Tax liability $0 -21K -4.71% $0.00 424K Nov 12, 2021 See footnotes F1, F2, F8, F9, F10
transaction JBI Common Stock Options Exercise $0 +80.9K +7.22% $0.00 1.2M Nov 12, 2021 See footnotes F1, F3, F8, F9, F10
transaction JBI Common Stock Tax liability $0 -56.6K -4.72% $0.00 1.14M Nov 12, 2021 See footnotes F1, F3, F8, F9, F10
transaction JBI Common Stock Options Exercise $0 +1.85M +7.22% $0.00 27.5M Nov 12, 2021 See footnotes F1, F4, F8, F9, F10
transaction JBI Common Stock Tax liability $0 -1.3M -4.71% $0.00 26.2M Nov 12, 2021 See footnotes F1, F4, F8, F9, F10
transaction JBI Common Stock Options Exercise $0 +124K +7.22% $0.00 1.84M Nov 12, 2021 See footnotes F1, F5, F8, F9, F10
transaction JBI Common Stock Tax liability $0 -86.9K -4.72% $0.00 1.76M Nov 12, 2021 See footnotes F1, F5, F8, F9, F10
transaction JBI Common Stock Options Exercise $0 +923K +7.22% $0.00 13.7M Nov 12, 2021 See footnotes F1, F6, F8, F9, F10
transaction JBI Common Stock Tax liability $0 -646K -4.71% $0.00 13.1M Nov 12, 2021 See footnotes F1, F6, F8, F9, F10
transaction JBI Common Stock Options Exercise $0 +809K +7.22% $0.00 12M Nov 12, 2021 See footnotes F1, F7, F8, F9, F10
transaction JBI Common Stock Tax liability $0 -566K -4.71% $0.00 11.4M Nov 12, 2021 See footnotes F1, F7, F8, F9, F10

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 JBI Warrants Options Exercise $0 -30K -100% $0.00* 0 Nov 12, 2021 Common Stock 30K $11.50 See footnotes F2, F8, F9, F10
transaction JBI Warrants Options Exercise $0 -80.9K -100% $0.00* 0 Nov 12, 2021 Common Stock 80.9K $11.50 See footnotes F3, F8, F9, F10
transaction JBI Warrants Options Exercise $0 -1.85M -100% $0.00* 0 Nov 12, 2021 Common Stock 1.85M $11.50 See footnotes F4, F8, F9, F10
transaction JBI Warrants Options Exercise $0 -124K -100% $0.00* 0 Nov 12, 2021 Common Stock 124K $11.50 See footnotes F5, F8, F9, F10
transaction JBI Warrants Options Exercise $0 -923K -100% $0.00* 0 Nov 12, 2021 Common Stock 923K $11.50 See footnotes F6, F8, F9, F10
transaction JBI Warrants Options Exercise $0 -809K -100% $0.00* 0 Nov 12, 2021 Common Stock 809K $11.50 See footnotes F7, F8, F9, F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On October 13, 2021, Janus International Group, Inc. ("Janus") delivered a notice of redemption to holders of all outstanding warrants (the "Warrants") to purchase shares of Common Stock, par value $0.0001 per share (the "Common Stock"). Pursuant to the terms of the outstanding warrant agreements applicable to the Warrants, the Reporting Person elected to exercise all Warrants on a cashless basis.
F2 Securities held of record by Clearlake Capital Partners IV (AIV-Jupiter) USTE, L.P., a Cayman Islands limited partnership ("CCPIV USTE").
F3 Securities held of record by Clearlake Capital Partners IV (Offshore), L.P., a Cayman Islands limited partnership ("CCPIV Offshore").
F4 Securities held of record by Clearlake Capital Partners V, L.P., a Delaware limited partnership ("CCPV").
F5 Securities held of record by Clearlake Capital Partners V (USTE), L.P., a Delaware limited partnership ("CCPV USTE").
F6 Securities held of record by Clearlake Capital Partners V (Offshore), L.P., a Cayman Islands limited partnership ("CCPV Offshore").
F7 Securities held of record by Clearlake Capital Partners IV (AIV-Jupiter), L.P., a Cayman Islands limited partnership ("CCPIV").
F8 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"). 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.
F9 (Continued from Footnote 8) 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.
F10 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.

Remarks:

On June 7, 2021, the Reporting Person appointed Jose E. Feliciano and Colin Leonard to the board of directors of Janus. On the basis of the relationship between Mr. Feliciano and Mr. Leonard, on the one hand, and the Reporting Person, on the other, the Reporting Person may be deemed a director by deputization in respect of Janus.