| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | JOAN | Common Stock | Sale | -$65.9K | -7.81K | -11.64% | $8.43* | 59.3K | Sep 8, 2022 | See footnote. | F1, F2, F3 |
| holding | JOAN | Common Stock | 20.4M | Sep 8, 2022 | Direct | F4, F5, F6, F7 | |||||
| holding | JOAN | Common Stock | 7.29M | Sep 8, 2022 | Direct | F5, F6, F7, F8 | |||||
| holding | JOAN | Common Stock | 97K | Sep 8, 2022 | Direct | F5, F6, F7, F9 |
| Id | Content |
|---|---|
| F1 | Represents shares of Common Stock sold by John Yoon. Mr. Yoon previously served on the Issuer's board of directors as an appointee of Leonard Green & Partners, L.P. ("LGP"), and held the shares of Common Stock for the benefit of LGP. Mr. Yoon sold these shares of Common Stock in connection with Mr. Yoon ceasing to serve on the Issuer's board of directors. |
| F2 | This transaction was executed in multiple trades at prices ranging from $8.33 to $8.53. The price reported above reflects the weighted average sale price. The Reporting Persons hereby undertake to provide upon request to the SEC staff, the Issuer, or a securityholder of the Issuer full information regarding the number of shares of Common Stock and prices at which the trades were effected. |
| F3 | Represents shares of the Issuer's common stock held by Messrs. Jonathan Sokoloff and Brian Coleman, and Ms. Lily Chang. Of the 59,280 shares reported, 22,364 are held by Mr. Sokoloff, 22,364 are held by Ms. Chang, and 14,552 are held by Mr. Coleman. The shares are held for the benefit of LGP and each of Messrs. Sokoloff and Coleman and Ms. Chang disclaims beneficial ownership of such shares, except to the extent of his or her pecuniary interest therein. |
| F4 | Represents shares of common stock owned by Green Equity Investors CF, L.P. ("Main CF"). |
| F5 | 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"). |
| F6 | 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. |
| F7 | 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. |
| F8 | Represents shares of common stock owned by Side CF. |
| F9 | Represents shares of common stock owned by Associates CF. |
Mr. Jonathan Sokoloff is a member of the board of directors of the Issuer, and is a partner of LGP, which is an affiliate of the other reporting persons (the "LGP Entities"). Accordingly, Mr. Sokoloff may be determined to represent the interests of the LGP Entities on the board of directors of the Issuer, and accordingly, the LGP Entities may be deemed to be a director for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.