Clearlake Capital Group, L.P. - Dec 14, 2023 Form 4 Insider Report for Janus International Group, Inc. (JBI)

Role
10%+ Owner
Signature
/s/ John F. Cannon, as Attorney-in-Fact for Clearlake Capital Group, L.P.
Stock symbol
JBI
Transactions as of
Dec 14, 2023
Transactions value $
-$230,935,483
Form type
4
Date filed
12/18/2023, 04:21 PM
Previous filing
Sep 19, 2023
Next filing
Aug 14, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction JBI Common Stock Sale -$48.9M -4.88M -99.88% $10.01 5.63K Dec 14, 2023 See Footnotes F1, F7, F8, F9
transaction JBI Common Stock Sale -$4.89M -488K -99.89% $10.01 562 Dec 14, 2023 See Footnotes F2, F7, F8, F9
transaction JBI Common Stock Sale -$1.81M -181K -99.89% $10.01 208 Dec 14, 2023 See Footnotes F3, F7, F8, F9
transaction JBI Common Stock Sale -$112M -11.2M -99.88% $10.01 12.9K Dec 14, 2023 See Footnotes F4, F7, F8, F9
transaction JBI Common Stock Sale -$55.8M -5.57M -99.88% $10.01 6.42K Dec 14, 2023 See Footnotes F5, F7, F8, F9
transaction JBI Common Stock Sale -$7.5M -749K -99.89% $10.01 862 Dec 14, 2023 See Footnotes F6, F7, F8, F9
transaction JBI Common Stock Sale -$66.7K -5.63K -100% $11.85 0 Dec 15, 2023 See Footnotes F1, F7, F8, F10
transaction JBI Common Stock Sale -$6.66K -562 -100% $11.85 0 Dec 15, 2023 See Footnotes F2, F7, F8, F10
transaction JBI Common Stock Sale -$2.47K -208 -100% $11.85 0 Dec 15, 2023 See Footnotes F3, F7, F8, F10
transaction JBI Common Stock Sale -$153K -12.9K -100% $11.85 0 Dec 15, 2023 See Footnotes F4, F7, F8, F10
transaction JBI Common Stock Sale -$76.1K -6.42K -100% $11.85 0 Dec 15, 2023 See Footnotes F5, F7, F8, F10
transaction JBI Common Stock Sale -$10.2K -862 -100% $11.85 0 Dec 15, 2023 See Footnotes F6, F7, F8, F10
holding JBI Common Stock 15.3K Dec 14, 2023 See Footnote F11
holding JBI Common Stock 15.3K Dec 14, 2023 See Footnote F12
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Securities held of record by Clearlake Capital Partners IV (AIV-Jupiter), L.P., a Delaware limited partnership ("CCPIV").
F2 Securities held of record by Clearlake Capital Partners IV (Offshore), L.P., a Cayman Islands exempted limited partnership ("CCPIV Offshore").
F3 Securities held of record by Clearlake Capital Partners IV (AIV-Jupiter) USTE, L.P., a Delaware limited partnership ("CCPIV USTE").
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 (Offshore), L.P., a Cayman Islands exempted limited partnership ("CCPV Offshore").
F6 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").
F7 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.
F8 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.
F9 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 December 14, 2023.
F10 The price reported in Column 4 is a weighted average price of all shares held of record by the Clearlake Funds sold by the Reporting Persons' broker on December 15, 2023. These shares were sold in multiple transactions at prices ranging from $11.83 to $11.865, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
F11 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.
F12 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:

Each of Behdad Eghbali and Clearlake Capital Group, L.P. ceased to be a 10% owner of the Issuer's Common Stock following the transactions on December 14, 2023, reported herein.