Form 4 for JBI Janus International Group, Inc.
Accepted 2023-06-22 00:00:00 ET · period of report 2023-06-20 · accession 0001140361-23-030983 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| MI | 2023-06-22 | 2023-06-20 | JBI | Feliciano Jose Enrique | Dir, 10% | S - Sale | $9.09 | -7.71M | 21.53M | -26% | -$70.10M |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2023-06-20 | S | D | 1,633,948 | $9.09 | 9,410,412 | I See Footnotes | — | — | (F9) 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. (F10) 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. (F8) 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. (F7) 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. (F1) Securities held of record by Clearlake Capital Partners IV (AIV-Jupiter), L.P., a Delaware limited partnership ("CCPIV"). |
| 2 | Common | Common Stock | 2023-06-20 | S | D | 60,572 | $9.09 | 348,946 | I See Footnotes | — | — | (F9) 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. (F10) 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. (F8) 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. (F3) Securities held of record by Clearlake Capital Partners IV (AIV-Jupiter) USTE, L.P., a Delaware limited partnership ("CCPIV USTE"). (F7) 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. |
| 3 | Common | Common Stock | 2023-06-20 | S | D | 163,422 | $9.09 | 941,234 | I See Footnotes | — | — | (F9) 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. (F10) 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. (F2) Securities held of record by Clearlake Capital Partners IV (Offshore), L.P., a Cayman Islands exempted limited partnership ("CCPIV Offshore"). (F8) 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. (F7) 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. |
| 4 | Common | Common Stock | 2023-06-20 | S | D | 250,671 | $9.09 | 1,443,747 | I See Footnotes | — | — | (F9) 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. (F10) 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. (F8) 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. (F6) 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"). (F7) 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. |
| 5 | Common | Common Stock | 2023-06-20 | S | D | 1,864,751 | $9.09 | 10,739,652 | I See Footnotes | — | — | (F9) 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. (F10) 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. (F8) 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. (F7) 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. (F5) Securities held of record by Clearlake Capital Partners V (Offshore), L.P., a Cayman Islands exempted limited partnership ("CCPV Offshore"). |
| 6 | Common | Common Stock | 2023-06-20 | S | D | 3,738,257 | $9.09 | 21,529,126 | I See Footnotes | — | — | (F9) 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. (F10) 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. (F4) Securities held of record by Clearlake Capital Partners V, L.P., a Delaware limited partnership ("CCPV"). (F8) 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. (F7) 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. |