Green Equity Investors CF, L.P. - Mar 17, 2022 Form 4 Insider Report for JOANN Inc. (JOAN)

Role: Director, 10%+ Owner
Signature: /s/ Andrew Goldberg, attorney-in-fact
Stock symbol: JOAN
Transactions as of: Mar 17, 2022
Transactions value $: $0
Form type: 4
Date filed: 3/21/2022, 09:25 PM
Previous filing: Oct 26, 2021
Next filing: Jun 28, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	JOAN	Common Stock	Options Exercise	$0	+23.4K		$0.00	23.4K	Mar 17, 2022	See footnote.	F1
holding	JOAN	Common Stock						20.4M	Mar 17, 2022	Direct	F2, F3, F4, F5
holding	JOAN	Common Stock						7.29M	Mar 17, 2022	Direct	F3, F4, F5, F6
holding	JOAN	Common Stock						97K	Mar 17, 2022	Direct	F3, F4, F5, F7

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	JOAN	Restricted Stock Units	Options Exercise	$0	-23.4K	-100%	$0.00^*	0	Mar 17, 2022	Common Stock	23.4K		See footnote.	F8, F9, F10

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents shares of the Issuer's common stock held by Messrs. Sokoloff and Yoon and Ms. Chang. Of the 23,436 shares reported, 7,812 are held by Mr. Sokoloff, 7,812 are held by Mr. Yoon, and 7,812 are held by Ms. Chang. The shares are held for the benefit of Leonard Green & Partners, L.P. ("LGP") and each of Messrs. Sokoloff and Yoon and Ms. Chang disclaims beneficial ownership of such shares, except to the extent of his or her pecuniary interest therein.
F2	Represents shares of common stock owned by Green Equity Investors CF, L.P. ("Main CF").
F3	GEI Capital CF, LLC ("Capital") is the general partner of Main CF and Green Equity Investors Side CF, L.P. ("Side CF"). LGP is the management company of Main CF and Side CF, and an affiliate of Capital. LGP Management, Inc. ("LGPM") is the general partner of LGP. Peridot Coinvest Manager LLC ("Peridot") is the manager of LGP Associates CF LLC ("Associates CF").
F4	Each of Main CF, Side CF, Associates CF, Capital, LGP, LGPM, and Peridot directly (whether through ownership or position), or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of some or all of the shares of common stock held by Main CF, Side CF, and Associates CF (together, the "Investors") and, therefore, a "ten percent holder" hereunder.
F5	Each of the Reporting Persons disclaims beneficial ownership of the shares of common stock reported herein and not held for record by such Reporting Person, except to the extent of its pecuniary interest therein. This report shall not otherwise be deemed an admission that the Reporting Persons are the beneficial owners of such securities not held of record by the respective Reporting Person, for purposes of Section 16 or for any other purpose.
F6	Represents shares of common stock owned by Side CF.
F7	Represents shares of common stock owned by Associates CF.
F8	Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
F9	The restricted stock units vest and become exercisable on March 17, 2022.
F10	Represents restricted stock units held by Messrs. Sokoloff and Yoon and Ms. Chang. The securities are held for the benefit of LGP and each of Messrs. Sokoloff and Yoon and Ms. Chang disclaims beneficial ownership of such shares, except to the extent of his or her pecuniary interest therein.