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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

CLEARLAKE CAPITAL GROUP, L.P.

(Last)

(First)

(Middle)

233 WILSHIRE BLVD., SUITE 800

(Street)

SANTA MONICA

90401

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/14/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	12/14/2023		S⁽⁹⁾		4,882,693	D	$10.0078⁽⁹⁾	5,626	I	See Footnotes⁽¹⁾⁽⁷⁾⁽⁸⁾
Common Stock	12/14/2023		S⁽⁹⁾		488,372	D	$10.0078⁽⁹⁾	562	I	See Footnotes⁽²⁾⁽⁷⁾⁽⁸⁾
Common Stock	12/14/2023		S⁽⁹⁾		181,080	D	$10.0078⁽⁹⁾	208	I	See Footnotes⁽³⁾⁽⁷⁾⁽⁸⁾
Common Stock	12/14/2023		S⁽⁹⁾		11,170,468	D	$10.0078⁽⁹⁾	12,870	I	See Footnotes⁽⁴⁾⁽⁷⁾⁽⁸⁾
Common Stock	12/14/2023		S⁽⁹⁾		5,572,382	D	$10.0078⁽⁹⁾	6,420	I	See Footnotes⁽⁵⁾⁽⁷⁾⁽⁸⁾
Common Stock	12/14/2023		S⁽⁹⁾		749,115	D	$10.0078⁽⁹⁾	862	I	See Footnotes⁽⁶⁾⁽⁷⁾⁽⁸⁾
Common Stock	12/15/2023		S		5,626	D	$11.8517⁽¹⁰⁾	0	I	See Footnotes⁽¹⁾⁽⁷⁾⁽⁸⁾
Common Stock	12/15/2023		S		562	D	$11.8517⁽¹⁰⁾	0	I	See Footnotes⁽²⁾⁽⁷⁾⁽⁸⁾
Common Stock	12/15/2023		S		208	D	$11.8517⁽¹⁰⁾	0	I	See Footnotes⁽³⁾⁽⁷⁾⁽⁸⁾
Common Stock	12/15/2023		S		12,870	D	$11.8517⁽¹⁰⁾	0	I	See Footnotes⁽⁴⁾⁽⁷⁾⁽⁸⁾
Common Stock	12/15/2023		S		6,420	D	$11.8517⁽¹⁰⁾	0	I	See Footnotes⁽⁵⁾⁽⁷⁾⁽⁸⁾
Common Stock	12/15/2023		S		862	D	$11.8517⁽¹⁰⁾	0	I	See Footnotes⁽⁶⁾⁽⁷⁾⁽⁸⁾
Common Stock								15,306⁽¹¹⁾	I	See Footnote⁽¹¹⁾
Common Stock								15,306⁽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 (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)

1. Name and Address of Reporting Person^*

CLEARLAKE CAPITAL GROUP, L.P.

(Last)

(First)

(Middle)

233 WILSHIRE BLVD., SUITE 800

(Street)

SANTA MONICA

90401

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Eghbali Behdad

(Last)

(First)

(Middle)

C/O CLEARLAKE CAPITAL GROUP, L.P.

233 WILSHIRE BLVD., SUITE 800

(Street)

SANTA MONICA

90401

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Feliciano Jose Enrique

(Last)

(First)

(Middle)

C/O CLEARLAKE CAPITAL GROUP, L.P.

233 WILSHIRE BLVD., SUITE 800

(Street)

SANTA MONICA

90401

(City)

(State)

(Zip)

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 December 14, 2023.

10. The price reported in Column 4 is a weighted average price of all shares held of record by the Clearlake Funds sold by the Reporting Persons' broker on December 15, 2023. These shares were sold in multiple transactions at prices ranging from $11.83 to $11.865, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

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:

Each of Behdad Eghbali and Clearlake Capital Group, L.P. ceased to be a 10% owner of the Issuer's Common Stock following the transactions on December 14, 2023, reported herein.

	/s/ John F. Cannon, as Attorney-in-Fact for Clearlake Capital Group, L.P.	12/18/2023
	/s/ John F. Cannon, as Attorney-in-Fact for Behdad Eghbali	12/18/2023
	/s/ John F. Cannon, as Attorney-in-Fact for Jose E. Feliciano	12/18/2023
	** 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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