Sec Form 4 Filing - CLEARLAKE CAPITAL GROUP, L.P. @ Janus International Group, Inc. - 2023-06-20

Insider filing report for Changes in Beneficial Ownership
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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
CLEARLAKE CAPITAL GROUP, L.P.
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 X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
233 WILSHIRE BLVD., SUITE 800,
3. Date of Earliest Transaction (MM/DD/YY)
06/20/2023
(Street)
SANTA MONICA, CA90401
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 06/20/2023 S( 9 ) 1,633,948 D $ 9.0949 ( 9 ) 9,410,412 ( 10 ) I See Footnotes ( 1 ) ( 7 ) ( 8 )
Common Stock 06/20/2023 S( 9 ) 163,422 D $ 9.0949 ( 9 ) 941,234 ( 10 ) I See Footnotes ( 2 ) ( 7 ) ( 8 )
Common Stock 06/20/2023 S( 9 ) 60,572 D $ 9.0949 ( 9 ) 348,946 ( 10 ) I See Footnotes ( 3 ) ( 7 ) ( 8 )
Common Stock 06/20/2023 S( 9 ) 3,738,257 D $ 9.0949 ( 9 ) 21,529,126 ( 10 ) I See Footnotes ( 4 ) ( 7 ) ( 8 )
Common Stock 06/20/2023 S( 9 ) 1,864,751 D $ 9.0949 ( 9 ) 10,739,652 ( 10 ) I See Footnotes ( 5 ) ( 7 ) ( 8 )
Common Stock 06/20/2023 S( 9 ) 250,671 D $ 9.0949 ( 9 ) 1,443,747 ( 10 ) I See Footnotes ( 6 ) ( 7 ) ( 8 )
Common Stock 28,580 ( 11 ) I See Footnote ( 11 )
Common Stock 28,580 ( 12 ) I See Footnote ( 12 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CLEARLAKE CAPITAL GROUP, L.P.
233 WILSHIRE BLVD., SUITE 800
SANTA MONICA, CA90401
X X
Eghbali Behdad
C/O CLEARLAKE CAPITAL GROUP, L.P.
233 WILSHIRE BLVD., SUITE 800
SANTA MONICA, CA90401
X X
Feliciano Jose Enrique
C/O CLEARLAKE CAPITAL GROUP, L.P.
233 WILSHIRE BLVD., SUITE 800
SANTA MONICA, CA90401
X X
Signatures
/s/ John F. Cannon, as Attorney-in-Fact for Clearlake Capital Group, L.P. 06/22/2023
Signature of Reporting Person Date
/s/ John F. Cannon, as Attorney-in-Fact for Behdad Eghbali 06/22/2023
Signature of Reporting Person Date
/s/ John F. Cannon, as Attorney-in-Fact for Jose E. Feliciano 06/22/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Securities held of record by Clearlake Capital Partners IV (AIV-Jupiter), L.P., a Delaware limited partnership ("CCPIV").
( 2 )Securities held of record by Clearlake Capital Partners IV (Offshore), L.P., a Cayman Islands exempted limited partnership ("CCPIV Offshore").
( 3 )Securities held of record by Clearlake Capital Partners IV (AIV-Jupiter) USTE, L.P., a Delaware limited partnership ("CCPIV USTE").
( 4 )Securities held of record by Clearlake Capital Partners V, L.P., a Delaware limited partnership ("CCPV").
( 5 )Securities held of record by Clearlake Capital Partners V (Offshore), L.P., a Cayman Islands exempted limited partnership ("CCPV Offshore").
( 6 )Securities held of record by Clearlake Capital Partners V (USTE), L.P., a Delaware limited partnership ("CCPV USTE" and together with CCPIV, CCPIV Offshore, CCPIV USTE, CCPV, and CCPV Offshore, the "Clearlake Funds").
( 7 )CCPIV, CCPIV USTE and CCPIV Offshore are managed by Clearlake Capital Management IV, L.P., a Delaware limited partnership ("CCMIV"). CCPV, CCPV USTE and CCPV Offshore are managed by Clearlake Capital Management V, L.P., a Delaware limited partnership ("CCMV"). Each of CCMIV and CCMV is ultimately controlled by Clearlake Capital Group, L.P., its investment adviser. Each of Jose E. Feliciano and Behdad Eghbali is a Managing Partner of Clearlake Capital Group, L.P.
( 8 )Each Reporting Person disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.
( 9 )The Reporting Persons sold these shares of Common Stock to an unaffiliated financial institution upon settlement of a post-paid forward transaction, for which the number of shares to be delivered and the price was determined at the end of the forward hedge selling period on June 20, 2023.
( 10 )Includes shares of Common Stock that were transferred to each individual Clearlake Fund upon vesting and settlement of restricted stock units ("RSUs") granted to Jose E. Feliciano and Colin Leonard in connection with their roles as members of the board of directors of the Issuer, which RSUs were held of record by each of Mr. Feliciano and Mr. Leonard for the benefit of such Clearlake Funds prior to settlement.
( 11 )Represents RSUs held of record by Mr. Feliciano for the benefit of the Clearlake Funds, which will be transferred to the Clearlake Funds upon vesting and settlement.
( 12 )Represents RSUs held of record by Mr. Leonard for the benefit of the Clearlake Funds, which will be transferred to the Clearlake Funds upon vesting and settlement.

Remarks:
Jose E. Feliciano and Colin Leonard are members of the board of directors of the Issuer. On the basis of the relationship between Mr. Feliciano and Mr. Leonard, on the one hand, and the Reporting Persons, on the other, the Reporting Persons may be deemed directors by deputization in respect of the Issuer.

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