CLEARLAKE CAPITAL GROUP, L.P. - 12 Nov 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.
Issuer symbol
JBI
Transactions as of
12 Nov 2021
Net transactions value
$0
Form type
4
Filing time
16 Nov 2021, 15:49:23 UTC
Previous filing
07 Jun 2021
Next filing
21 Dec 2021
SEC
View on sec.gov

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 +29,990 +7.2% $0.000000 445,240 12 Nov 2021 See footnotes F1, F2, F8, F9, F10
transaction JBI Common Stock Tax liability $0 -20,993 -4.7% $0.000000 424,247 12 Nov 2021 See footnotes F1, F2, F8, F9, F10
transaction JBI Common Stock Options Exercise $0 +80,898 +7.2% $0.000000 1,201,017 12 Nov 2021 See footnotes F1, F3, F8, F9, F10
transaction JBI Common Stock Tax liability $0 -56,629 -4.7% $0.000000 1,144,388 12 Nov 2021 See footnotes F1, F3, F8, F9, F10
transaction JBI Common Stock Options Exercise $0 +1,850,395 +7.2% $0.000000 27,471,472 12 Nov 2021 See footnotes F1, F4, F8, F9, F10
transaction JBI Common Stock Tax liability $0 -1,295,277 -4.7% $0.000000 26,176,195 12 Nov 2021 See footnotes F1, F4, F8, F9, F10
transaction JBI Common Stock Options Exercise $0 +124,088 +7.2% $0.000000 1,842,225 12 Nov 2021 See footnotes F1, F5, F8, F9, F10
transaction JBI Common Stock Tax liability $0 -86,862 -4.7% $0.000000 1,755,363 12 Nov 2021 See footnotes F1, F5, F8, F9, F10
transaction JBI Common Stock Options Exercise $0 +923,053 +7.2% $0.000000 13,703,894 12 Nov 2021 See footnotes F1, F6, F8, F9, F10
transaction JBI Common Stock Tax liability $0 -646,138 -4.7% $0.000000 13,057,756 12 Nov 2021 See footnotes F1, F6, F8, F9, F10
transaction JBI Common Stock Options Exercise $0 +808,802 +7.2% $0.000000 12,007,763 12 Nov 2021 See footnotes F1, F7, F8, F9, F10
transaction JBI Common Stock Tax liability $0 -566,162 -4.7% $0.000000 11,441,601 12 Nov 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 -29,990 -100% $0.000000* 0 12 Nov 2021 Common Stock 29,990 $11.50 See footnotes F2, F8, F9, F10
transaction JBI Warrants Options Exercise $0 -80,898 -100% $0.000000* 0 12 Nov 2021 Common Stock 80,898 $11.50 See footnotes F3, F8, F9, F10
transaction JBI Warrants Options Exercise $0 -1,850,395 -100% $0.000000* 0 12 Nov 2021 Common Stock 1,850,395 $11.50 See footnotes F4, F8, F9, F10
transaction JBI Warrants Options Exercise $0 -124,088 -100% $0.000000* 0 12 Nov 2021 Common Stock 124,088 $11.50 See footnotes F5, F8, F9, F10
transaction JBI Warrants Options Exercise $0 -923,053 -100% $0.000000* 0 12 Nov 2021 Common Stock 923,053 $11.50 See footnotes F6, F8, F9, F10
transaction JBI Warrants Options Exercise $0 -808,802 -100% $0.000000* 0 12 Nov 2021 Common Stock 808,802 $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.