Sec Form 4 Filing - Green Equity Investors V, L.P. @ JOANN Inc. - 2021-03-16

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Green Equity Investors V, L.P. 2. Issuer Name and Ticker or Trading Symbol JOANN Inc. [ JOAN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 11111 SANTA MONICA BOULEVARD, SUITE 2000, 3. Date of Earliest Transaction (MM/DD/YY) 03/16/2021 (Street) LOS ANGELES, CA90025 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/16/2021 S 3,994,539 ( 1 ) D $ 11.2 21,117,204 ( 2 ) ( 3 ) ( 4 ) ( 5 ) D Common Stock 03/16/2021 S 1,198,257 ( 6 ) D $ 11.2 6,334,611 ( 3 ) ( 4 ) ( 5 ) ( 7 ) D Common Stock 03/16/2021 S 71,038 ( 8 ) D $ 11.2 375,542 ( 3 ) ( 4 ) ( 5 ) ( 9 ) D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Restricted Stock Units ( 10 ) 03/17/2021 A 23,436 ( 11 ) ( 12 ) ( 12 ) Common Stock 23,436 $ 0 23,436 I See footnote. ( 13 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Green Equity Investors V, L.P. 11111 SANTA MONICA BOULEVARD, SUITE 2000 LOS ANGELES, CA90025 X X Green Equity Investors Side V, L.P. 11111 SANTA MONICA BOULEVARD, SUITE 2000 LOS ANGELES, CA90025 X X GEI Capital V, LLC 11111 SANTA MONICA BOULEVARD, SUITE 2000 LOS ANGELES, CA90025 X X Green V Holdings, LLC 11111 SANTA MONICA BOULEVARD, SUITE 2000 LOS ANGELES, CA90025 X X Leonard Green & Partners, L.P. 11111 SANTA MONICA BOULEVARD, SUITE 2000 LOS ANGELES, CA90025 X X LGP Associates V LLC 11111 SANTA MONICA BOULEVARD, SUITE 2000 LOS ANGELES, CA90025 X X LGP MANAGEMENT INC 11111 SANTA MONICA BOULEVARD, SUITE 2000 LOS ANGELES, CA90025 X X Needle Coinvest LLC 11111 SANTA MONICA BLVD. SUITE 2000 LOS ANGELES, CA90025 X X PERIDOT COINVEST MANAGER LLC 11111 SANTA MONICA BOULEVARD, SUITE 2000 LOS ANGELES, CA90025 X X Signatures /s/ Andrew C. Goldberg, attorney-in-fact 03/18/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of Common Stock of the Issuer sold by Green Equity Investors V, L.P. ("GEI V"). ( 2 )Represents shares owned by GEI V. ( 3 )GEI Capital V, LLC ("Capital") is the general partner of GEI V and Green Equity Investors Side V, L.P. ("GEI Side V"). Leonard Green & Partners, L.P. ("LGP") is the management company of GEI V and GEI Side V, and an affiliate of Capital. LGP Management, Inc. ("LGPM") is the general partner of LGP. Green V Holdings, LLC is a limited partner of GEI V and GEI Side V. LGP Associates V LLC ("Associates") is the manager of Needle Coinvest LLC ("Coinvest"). Peridot Coinvest Manager LLC ("Peridot") is the management company of Associates. ( 4 )Each of GEI V, GEI Side V, Coinvest, Associates, Capital, LGP, LGPM, Holdings 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 GEI V, GEI Side V, and Coinvest (together, the "Investors") and, therefore, a "ten percent holder" hereunder. ( 5 )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. ( 6 )Represents shares of Common Stock sold by GEI Side V. ( 7 )Represents shares of Common Stock owned by GEI Side V . ( 8 )Represents shares of Common Stock sold by Needle Coinvest LLC. ( 9 )Represents shares of Common Stock owned by Needle Coinvest LLC. ( 10 )Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock. ( 11 )Represents restricted stock units granted to Messrs. Jonathan Sokoloff and John Yoon and Ms. Lily Chang, as members of the board of directors of the Issuer. Each of Messrs. Sokoloff and Yoon and Ms. Chang received 7,812 restricted stock units. ( 12 )The restricted stock unit vests on March 17, 2022. ( 13 )Represents restricted stock units 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 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.

Remarks: Messrs. Jonathan Sokoloff and John Yoon are members of the board of directors of the Issuer, and each is a partner of LGP, which is an affiliate of the other reporting persons (the "LGP Entities"). Accordingly, Messrs. Sokoloff and Yoon 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.

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).

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