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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Janus International Group, Inc. [ JBI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/13/2023 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 07/13/2023 | J(1) | 13,274(1) | D | $0 | 15,306(2)(3) | D(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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. These restricted stock units ("RSUs") were issued to Mr. Leonard on June 7, 2022, and were held for the benefit of Clearlake Capital Partners IV (AIV-Jupiter), L.P. ("CCPIV"), Clearlake Capital Partners IV (Offshore), L.P. ("CCPIV Offshore"), Clearlake Capital Partners IV (AIV-Jupiter) USTE, L.P. ("CCPIV USTE"), Clearlake Capital Partners V, L.P. ("CCPV"), Clearlake Capital Partners V (Offshore), L.P. ("CCPV Offshore"), Clearlake Capital Partners V (USTE), L.P. ("CCPV USTE" and together with CCPIV, CCPIV Offshore, CCPIV USTE, CCPV, and CCPV Offshore, the "Clearlake Funds"). These RSUs vested on June 7, 2023, and were transferred to the Clearlake Funds on July 13, 2023. |
2. This amount has been adjusted to reflect that the 12,594 shares of Common Stock underlying RSUs granted to Mr. Leonard on December 22, 2021, which vested on June 8, 2022, were transferred to the Clearlake Funds on August 26, 2022. |
3. These RSUs are held of record by Mr. Leonard for the benefit of the Clearlake Funds and will be transferred to the Clearlake Funds upon vesting and settlement. Mr. Leonard expressly disclaims beneficial ownership of these securities. |
Remarks: |
Exhibit List: Exhibit 24 - Power of Attorney |
/s/ Elliot Kahler, as Attorney-in-Fact for Colin Leonard | 07/14/2023 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |