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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Warrants | $ 11.5 | 11/12/2021 | M | 500,000 | 07/07/2021 | 06/07/2026 | Common Stock | 500,000 | $ 0 | 0 | I | By: Northvale Capital Partners, LLC (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Cook Brian Scott C/O JANUS INTERNATIONAL GROUP, INC. 135 JANUS INTERNATIONAL BLVD. TEMPLE, GA 30179 |
X |
/s/ Scott Sannes, as Attorney-in-Fact for Brian Scott Cook | 11/16/2021 | |
**Signature of Reporting Person | Date |
* | 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). |
(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) | The Warrants were, and underlying shares of Common Stock received upon exercise of the Warrants are, held directly by Northvale Capital Partners, LLC ("Northvale"). Prior to giving effect to the transaction, the reported securities included 209,852 shares of Common Stock and 500,000 Warrants previously reported as held indirectly by the Reporting Person through Juniper Industrial Sponsor, LLC (the "Sponsor"). Northvale received such securities through Sponsor's pro rata distribution of all its holdings to its members, including Northvale, for no consideration (the "Distribution"). |
(3) | Shares of Common Stock held directly Reporting Person, who received the reported securities for no consideration as part of the Distribution. |
(4) | Shares of Common Stock held directly by the Brian S. Cook 2019 Nevada Trust, which received the reported securities for no consideration as part of the Distribution. |