Janus International (JBI) Form 4 Janus International / ROGER FRADIN ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

FRADIN ROGER

(Last) (First) (Middle)

C/O JANUS INTERNATIONAL GROUP, INC.

135 JANUS INTERNATIONAL BLVD.

(Street)

TEMPLE GA 30179

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Janus International Group, Inc. [ JBI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/27/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock								53,000	D
Common Stock	11/27/2024		G		1,650,830(2)(3)	D	$0	243,839	I	By The Fradin Community Property Revocable Trust(1)
Common Stock								325,415	I	By R JBI GRAT 2024(2)
Common Stock								325,415	I	By S JBI GRAT 2024(3)
Common Stock	11/27/2024		G		825,415(4)(5)	A	$0	825,415	I	By R JBI GRAT 2024 II(6)
Common Stock	11/27/2024		G		825,415(7)(8)	A	$0	825,415	I	By S JBI GRAT 2024 II(9)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The shares of JBI Common Stock are held directly by The Fradin Community Property Revocable Trust, for which the reporting person serves as trustee.

2. The R JBI GRAT 2024, of which the reporting person is the trustee and annuitant, irrevocable trusts for the benefit of the reporting person's children are beneficiaries, and the reporting person maintains indirect beneficial ownership of such securities.

3. The S JBI GRAT 2024, of which the reporting person's spouse is the trustee and annuitant, irrevocable trusts for the benefit of the reporting person's children are beneficiaries, and the reporting person maintains indirect beneficial ownership of such securities.

4. The reporting person previously indirectly beneficially owned these shares of JBI Common Stock through The Fradin Community Property Revocable Trust. On November 27, 2024, the reporting person and the reporting person's spouse entered into a transmutation agreement pursuant to which the reporting person and the reporting person's spouse agreed that 825,415 shares of JBI Common Stock owned by the reporting person and the reporting person's spouse as community property would be deemed to be the separate property of the reporting person (the "Reporting Person GRAT Shares").

5. Concurrently with the entry into the transmutation agreement discussed in note 4, the reporting person contributed the Reporting Person GRAT Shares to R JBI GRAT 2024 II, a grantor retained annuity trust of which the reporting person is the trustee and annuitant and that is for the benefit of the reporting person and the reporting person's children. The reporting person maintains indirect beneficial ownership of such securities. As of the date of this Form 4, these securities have not been sold and remain held by the trust.

6. The R JBI GRAT 2024 II, a grantor retained annuity trust of which the reporting person is the trustee and annuitant and that is for the benefit of the reporting person and the reporting person's children. The reporting person maintains indirect beneficial ownership of such securities.

7. The reporting person previously indirectly beneficially owned these shares of JBI Common Stock through The Fradin Community Property Revocable Trust. On November 27, 2024, the reporting person and the reporting person's spouse entered into a transmutation agreement pursuant to which the reporting person and the reporting person's spouse agreed that 825,415 shares of JBI Common Stock owned by the reporting person and the reporting person's spouse as community property would be deemed to be the separate property of the reporting person's spouse (the "Spouse GRAT Shares").

8. Concurrently with the entry into the transmutation agreement discussed in note 7, the reporting person's spouse contributed the Spouse GRAT Shares to S JBI GRAT 2024 II, a grantor retained annuity trust of which the reporting person's spouse is the trustee and annuitant, and that is for the benefit of the reporting person's spouse and the reporting person's children, and the reporting person maintains indirect beneficial ownership of such securities. As of the date of this Form 4, these securities have not been sold and remain held by the trust.

9. The S JBI GRAT 2024 II, a grantor retained annuity trust of which the reporting person's spouse is the trustee and annuitant, and that is for the benefit of the reporting person's spouse and the reporting person's children, and the reporting person maintains indirect beneficial ownership of such securities.

	/s/ Elliot Kahler, as attorney-in-fact for Roger Fradin	11/27/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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