0001209191-21-027880.txt : 20210421 0001209191-21-027880.hdr.sgml : 20210421 20210421200648 ACCESSION NUMBER: 0001209191-21-027880 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210416 FILED AS OF DATE: 20210421 DATE AS OF CHANGE: 20210421 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Green Equity Investors Side CF, L.P. CENTRAL INDEX KEY: 0001843291 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40204 FILM NUMBER: 21842870 BUSINESS ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD STREET 2: SUITE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: (310) 954-0444 MAIL ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD STREET 2: SUITE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Green Equity Investors CF, L.P. CENTRAL INDEX KEY: 0001843288 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40204 FILM NUMBER: 21842871 BUSINESS ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD STREET 2: SUITE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: (310) 954-0444 MAIL ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD STREET 2: SUITE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GEI Capital CF, LLC CENTRAL INDEX KEY: 0001856889 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40204 FILM NUMBER: 21842868 BUSINESS ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD STREET 2: SUITE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 3109540444 MAIL ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD STREET 2: SUITE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LGP Associates CF, LLC CENTRAL INDEX KEY: 0001850867 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40204 FILM NUMBER: 21842869 BUSINESS ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD STREET 2: SUITE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: (310) 954-0444 MAIL ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD STREET 2: SUITE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: JOANN Inc. CENTRAL INDEX KEY: 0001834585 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [5940] IRS NUMBER: 461095540 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 BUSINESS ADDRESS: STREET 1: 5555 DARROW ROAD CITY: HUDSON STATE: OH ZIP: 44236 BUSINESS PHONE: (330) 656-2600 MAIL ADDRESS: STREET 1: 5555 DARROW ROAD CITY: HUDSON STATE: OH ZIP: 44236 FORMER COMPANY: FORMER CONFORMED NAME: Jo-Ann Stores Holdings Inc. DATE OF NAME CHANGE: 20201202 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-04-16 0 0001834585 JOANN Inc. JOAN 0001843288 Green Equity Investors CF, L.P. 11111 SANTA MONICA BLVD. SUITE 2000 LOS ANGELES CA 90025 1 0 1 0 0001843291 Green Equity Investors Side CF, L.P. 11111 SANTA MONICA BLVD. SUITE 2000 LOS ANGELES CA 90025 1 0 1 0 0001850867 LGP Associates CF, LLC 11111 SANTA MONICA BLVD. SUITE 2000 LOS ANGELES CA 90025 1 0 1 0 0001856889 GEI Capital CF, LLC 11111 SANTA MONICA BLVD. SUITE 2000 LOS ANGELES CA 90025 1 0 1 0 Common Stock 19903749 D Common Stock 7826629 D Common Stock 96979 D On April 16, 2021, Green Equity Investors V, L.P. ("GEI V"), Green Equity Investors Side V, L.P. ("GEI Side V"), and Needle Coinvest LLC ("Coinvest") contributed all securities of the Issuer to each of Green Equity Investors CF, L.P. ("Main CF"), Green Equity Investors Side CF, L.P. ("Side CF"), and LGP Associates CF, LLC ("Associates CF") as part of a transaction pursuant to which GEI V, GEI Side V, Coinvest, and other affiliated co-investment vehicles engaged in a coordinated transfer of their equity interests in several portfolio companies (including the Issuer) to one or more newly formed affiliated investment funds. Represents shares of Common Stock of the Issuer owned by Main CF. GEI Capital CF, LLC ("Capital") is the general partner of Main CF and Side CF. Leonard Green & Partners, L.P. ("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 Associates CF. 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 and, therefore, a "ten percent holder" hereunder. 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. Represents shares of Common Stock owned by Side CF. Represents shares of Common Stock owned by Associates CF. 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. /s/ Andrew C. Goldberg, Attorney-in-fact 2021-04-21 EX-24 2 attachment1.htm EX-24 DOCUMENT

Power of Attorney

Know all by these presents, that the undersigned hereby constitutes and appoints
each of Cody L. Franklin, Andrew C. Goldberg, and Lance J.T. Schumacher signing
singly and not jointly, his true and lawful attorney-in-fact to:

(1)  execute for and on behalf of the undersigned, in his capacity as an
officer, director or ten percent stockholder of Jo-Ann Stores Holdings Inc. (the
"Issuer"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities
Exchange Act of 1934, as amended, and the rules thereunder;

(2)  do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 3, 4, or 5
and timely file such form with the United States Securities and Exchange
Commission and any stock exchange or similar authority; and

(3)  take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Issuer assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934, as amended.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to his
holdings of and transactions in securities issued by the Issuer, unless earlier
revoked by him in a signed writing delivered to the foregoing attorneys-in-fact.


IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this
21st day of April, 2021.


GREEN EQUITY INVESTORS CF, L.P.

By:	GEI Capital CF, LLC, its General Partner


By:  /s/ Andrew C. Goldberg
       Andrew C. Goldberg
       Vice President, General Counsel and Secretary

GREEN EQUITY INVESTORS SIDE CF, L.P.

By:	GEI Capital CF, LLC, its General Partner


By:  /s/ Andrew C. Goldberg
       Andrew C. Goldberg
       Vice President, General Counsel and Secretary

GEI CAPITAL CF, LLC


By:  /s/ Andrew C. Goldberg
       Andrew C. Goldberg
       Vice President, General Counsel and Secretary

LEONARD GREEN & PARTNERS, L.P.

By:	LGP Management, Inc., its General Partner


By:  /s/ Andrew C. Goldberg
       Andrew C. Goldberg
       Vice President, General Counsel and Secretary

LGP MANAGEMENT, INC.


By:  /s/ Andrew C. Goldberg
       Andrew C. Goldberg
       Vice President, General Counsel and Secretary


LGP ASSOCIATES CF LLC

By:  Peridot Coinvest Manager LLC, its Manager

By: 	/s/ Andrew C. Goldberg
Name:	Andrew Goldberg
Title:	Vice President, General Counsel and Secretary


PERIDOT COINVEST MANAGER LLC

By: 	/s/ Andrew C. Goldberg
Name:	Andrew Goldberg
Title:	Vice President, General Counsel and Secretary