SEC FORM 4

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^*

CLEARLAKE CAPITAL GROUP, L.P.

(Last)

(First)

(Middle)

C/O JANUS INTERNATIONAL GROUP, INC.

135 JANUS INTERNATIONAL BLVD.

(Street)

TEMPLE

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

3. Date of Earliest Transaction (Month/Day/Year)
11/12/2021

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.0001 per share ("Common Stock")	11/12/2021		M⁽¹⁾		29,990	A	$0.00	445,240	I	See footnotes⁽²⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Common Stock	11/12/2021		F⁽¹⁾		20,993	D	$0.00	424,247	I	See footnotes⁽²⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Common Stock	11/12/2021		M⁽¹⁾		80,898	A	$0.00	1,201,017	I	See footnotes⁽³⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Common Stock	11/12/2021		F⁽¹⁾		56,629	D	$0.00	1,144,388	I	See footnotes⁽³⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Common Stock	11/12/2021		M⁽¹⁾		1,850,395	A	$0.00	27,471,472	I	See footnotes⁽⁴⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Common Stock	11/12/2021		F⁽¹⁾		1,295,277	D	$0.00	26,176,195	I	See footnotes⁽⁴⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Common Stock	11/12/2021		M⁽¹⁾		124,088	A	$0.00	1,842,225	I	See footnotes⁽⁵⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Common Stock	11/12/2021		F⁽¹⁾		86,862	D	$0.00	1,755,363	I	See footnotes⁽⁵⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Common Stock	11/12/2021		M⁽¹⁾		923,053	A	$0.00	13,703,894	I	See footnotes⁽⁶⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Common Stock	11/12/2021		F⁽¹⁾		646,138	D	$0.00	13,057,756	I	See footnotes⁽⁶⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Common Stock	11/12/2021		M⁽¹⁾		808,802	A	$0.00	12,007,763	I	See footnotes⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Common Stock	11/12/2021		F⁽¹⁾		566,162	D	$0.00	11,441,601	I	See footnotes⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants	$11.5	11/12/2021		M			29,990	07/07/2021	06/07/2026	Common Stock	29,990	$0.00	0	I	See footnotes⁽²⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Warrants	$11.5	11/12/2021		M			80,898	07/07/2021	06/07/2026	Common Stock	80,898	$0.00	0	I	See footnotes⁽³⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Warrants	$11.5	11/12/2021		M			1,850,395	07/07/2021	06/07/2026	Common Stock	1,850,395	$0.00	0	I	See footnotes⁽⁴⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Warrants	$11.5	11/12/2021		M			124,088	07/07/2021	06/07/2026	Common Stock	124,088	$0.00	0	I	See footnotes⁽⁵⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Warrants	$11.5	11/12/2021		M			923,053	07/07/2021	06/07/2026	Common Stock	923,053	$0.00	0	I	See footnotes⁽⁶⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Warrants	$11.5	11/12/2021		M			808,802	07/07/2021	06/07/2026	Common Stock	808,802	$0.00	0	I	See footnotes⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾

Explanation of Responses:

1. On October 13, 2021, Janus International Group, Inc. ("Janus") delivered a notice of redemption to holders of all outstanding warrants (the "Warrants") to purchase shares of Common Stock, par value $0.0001 per share (the "Common Stock"). Pursuant to the terms of the outstanding warrant agreements applicable to the Warrants, the Reporting Person elected to exercise all Warrants on a cashless basis.

2. Securities held of record by Clearlake Capital Partners IV (AIV-Jupiter) USTE, L.P., a Cayman Islands limited partnership ("CCPIV USTE").

3. Securities held of record by Clearlake Capital Partners IV (Offshore), L.P., a Cayman Islands limited partnership ("CCPIV Offshore").

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 (USTE), L.P., a Delaware limited partnership ("CCPV USTE").

6. Securities held of record by Clearlake Capital Partners V (Offshore), L.P., a Cayman Islands limited partnership ("CCPV Offshore").

7. Securities held of record by Clearlake Capital Partners IV (AIV-Jupiter), L.P., a Cayman Islands limited partnership ("CCPIV").

8. CCPIV, CCPIV USTE and CCPIV Offshore are managed by Clearlake Capital Management IV, L.P., a Delaware limited partnership ("CCMIV"). CCMIV's general partner is Clearlake Capital Group, L.P., whose general partner is CCG Operations, L.L.C., a Delaware limited liability company ("CCG Ops"). The general partner for each of CCPIV, CCPIV USTE and CCPIV Offshore is Clearlake Capital Partners IV GP, L.P., a Delaware limited partnership ("CCPIV GP"). CCPIV GP's general partner is Clearlake Capital Partners, LLC, a Delaware limited liability company ("CCP"). CCPV, CCPV USTE and CCPV Offshore are managed by Clearlake Capital Management V, L.P., a Delaware limited partnership ("CCMV"). CCMV's general partner is Clearlake Capital Group, L.P., whose general partner is CCG Ops.

9. (Continued from Footnote 8) The general partner for each of CCPV, CCPV USTE and CCPV Offshore is Clearlake Capital Partners V GP, L.P., a Delaware limited partnership ("CCPV GP"). CCPV GP's general partner is CCP. CCP's managing member is CCP MM, LLC, a Delaware limited liability company ("CCP MM"). CCP MM's managing member is CCG Ops. CCG Global LLC, a Delaware liability company ("CCG Global"), is the managing member of CCG Ops.

10. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

Remarks:

On June 7, 2021, the Reporting Person appointed Jose E. Feliciano and Colin Leonard to the board of directors of Janus. On the basis of the relationship between Mr. Feliciano and Mr. Leonard, on the one hand, and the Reporting Person, on the other, the Reporting Person may be deemed a director by deputization in respect of Janus.

	/s/ Scott Sannes, as Attorney-in-Fact for Clearlake Capital Group, L.P.	11/16/2021
	** 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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