Filing Details
- Accession Number:
- 0001140361-23-044480
- Form Type:
- 13D Filing
- Publication Date:
- 2023-09-18 20:00:00
- Filed By:
- Clearlake Capital Group, L.p.
- Company:
- Janus International Group Inc.
- Filing Date:
- 2023-09-19
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Clearlake Capital Group | 0 | 23,070,658 | 0 | 23,070,658 | 23,070,658 | 15.7% |
| Jos E. Feliciano | 15,306 | 23,070,658 | 15,306 | 23,070,658 | 23,085,964 | 15.7% |
| Behdad Eghbali | 0 | 23,070,658 | 0 | 23,070,658 | 23,070,658 | 15.7% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)*
| Janus International Group, Inc. |
| (Name of Issuer) |
| Common Stock, par value $0.0001 per share |
| (Title of Class of Securities) |
| 47103N106 |
| (CUSIP Number) |
| John F. Cannon c/o Clearlake Capital Group, L.P. 233 Wilshire Blvd, Suite 800 Santa Monica, California 90401 (310) 400-8800 |
| (Name, Address and Telephone Number of Person |
| Authorized to Receive Notices and Communications) |
| September 15, 2023 |
| (Date of Event which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d–1(e), 240.13d–1(f) or 240.13d–1(g), check the following box.
☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d–7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures
provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be ‘‘filed’’ for the purpose of section 18 of the Securities Exchange Act of 1934 (‘‘Act’’) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 47103N106 | SCHEDULE 13D | Page 2 of 6 |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| Clearlake Capital Group, L.P. | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☐ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| AF, WC | | | |||
| | | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | | ||||
| | | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Delaware | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| 0 | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| 23,070,658 | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 23,070,658 | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 23,070,658 | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | | ||||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| 15.7% | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| IA, PN | | | |||
| | | ||||
| CUSIP No. 47103N106 | SCHEDULE 13D | Page 3 of 6 |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| José E. Feliciano | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☐ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| AF, WC | | | |||
| | | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | | ||||
| | | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| United States of America | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| 15,306 (1) | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| 23,070,658 | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 15,306 (1) | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 23,070,658 | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 23,085,964 (1) | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | | ||||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| 15.7% | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| IA, HC | | | |||
| | | ||||
| (1) | This amount includes 15,306 shares of Common Stock underlying RSUs that vest in full on June 7, 2024, which were granted to the Reporting Person in his capacity as a director of the Issuer and are held for the benefit of CCPIV, CCPIV USTE,
CCPIV Offshore, CCPV, CCPV USTE, and CCPV Offshore. |
| CUSIP No. 47103N106 | SCHEDULE 13D | Page 4 of 6 |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| Behdad Eghbali | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☐ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| AF, WC | | | |||
| | | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | | ||||
| | | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| United States of America | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| 0 | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| 23,070,658 | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 23,070,658 | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 23,070,658 | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | | ||||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| 15.7% | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| IA, HC | | | |||
| | | ||||
| CUSIP No. 47103N106 | SCHEDULE 13D | Page 5 of 6 |
EXPLANATORY NOTE
The Reporting Persons are hereby filing this Amendment No. 5 (this “Amendment”) to the Schedule 13D filed by the Reporting Persons on June 7, 2021 (the “Original Schedule 13D” and, as amended and supplemented by prior amendments
and this Amendment, the “Schedule 13D”) to report the Reporting Persons’ changes in beneficial ownership of common stock, par value $0.0001 per share (the “Common Stock”) of Janus International Group, Inc. (the “Issuer” or the
“Company”). Capitalized terms used in this Amendment and not otherwise defined in this Amendment have the meanings set forth in the Schedule 13D.
| ITEM 4 | PURPOSE OF TRANSACTION |
The information set forth in Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
Pursuant to the terms of the Open Market Sale Agreement described in Amendment No. 3, the Selling Stockholders entered into a Forward with the Forward Purchaser, pursuant to which the Selling Stockholders sold a total of 21,369,007 shares of
Common Stock to the Forward Purchaser upon settlement of the Forward, at a price of $10.4971 per share, which price was determined at the end of the Forward Hedge Selling Period on September 15, 2023. The number of shares of Common Stock sold
included:
| (i) | 4,527,719 shares of Common Stock held of record by CCPIV, |
| (ii) | 167,866 shares of Common Stock held of record by CCPIV USTE, |
| (iii) | 452,862 shares of Common Stock held of record by CCPIV Offshore, |
| (iv) | 10,358,658 shares of Common Stock held of record by CCPV, |
| (v) | 694,632 shares of Common Stock held of record by CCPV USTE, and |
| (vi) | 5,167,270 shares of Common Stock held of record by CCPV Offshore. |
| ITEM 5 | INTERESTS IN THE SECURITIES OF THE ISSUER |
The information set forth in Item 5(a)-(c) of the Schedule 13D is hereby amended and supplemented as follows:
(a)-(b) The information relating to the beneficial ownership of the Common Stock by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated by reference herein and is as of the date hereof.
Such information is based on the sum of 146,827,066 shares of Common Stock issued and outstanding as of August 4, 2023, based on information furnished by the Issuer in its Quarterly Report on Form 10-Q for the period ended July 1, 2023, and, for the
purpose of calculating the beneficial ownership percentage of Mr. Feliciano, 15,306 shares of Common Stock underlying the RSUs granted to him on June 7, 2023, which vest in full on June 7, 2024, and which
have been added to the shares of Common Stock outstanding in accordance with Rule 13d-3(d)(i)(1) under the Act.
By virtue of the relationship among the Reporting Persons, including the role of each of Mr. Feliciano and Mr. Eghbali as a Managing Partner of CCG, each such Reporting Person may be deemed to share the power to vote or direct the vote and to
share the power to dispose of or direct the disposition of the 23,070,658 shares of Common Stock held of record by CCPIV, CCPIV USTE, CCPIV Offshore, CCPV, CCPV USTE, and CCPV Offshore, and Mr. Feliciano
may be deemed to have the sole power to vote or direct the vote and the sole power to dispose of or direct the disposition of the 15,306 shares of Common Stock underlying the RSUs held of record by him. The filing of this Amendment shall not be
construed as an admission that any such individual is, for the purpose of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Statement.
(c) The response to Item 4 of this Amendment is incorporated by reference.
| ITEM 6 | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER |
The information set forth in Item 6 of the Schedule 13D is hereby amended and supplemented as follows:
The response to Item 4 of this Amendment is incorporated by reference herein.
| CUSIP No. 47103N106 | SCHEDULE 13D | Page 6 of 6 |
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.
| Date: September 19, 2023 | |
| Clearlake Capital Group, L.P. | |
| By: Clearlake Capital Group GP, LLC, its general partner | |
| /s/ John F. Cannon | |
| John F. Cannon | |
| José Enrique Feliciano | |
| /s/ John F. Cannon | |
| Name: John F. Cannon | |
| Title: Attorney-in-Fact | |
| Behdad Eghbali | |
| /s/ John F. Cannon | |
| Name: John F. Cannon | |
| Title: Attorney-in-Fact |