Sec Form 13D Filing - CLEARLAKE CAPITAL GROUP L.P. filing for Janus International Group Inc. (JBI) - 2023-06-22

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 4)*

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).

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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
			44,439,665 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			44,439,665 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	44,439,665 (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)
	30.3%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IA, PN

(1)

This amount includes an aggregate 26,548 shares of Common Stock underlying Restricted Stock Units (“RSUs”) granted to each of the CCG Directors on June 7, 2022, which vested on June 7, 2023 and are expected to settle and be transferred to CCPIV, CCPIV USTE, CCPIV Offshore, CCPV, CCPV USTE, and CCPV Offshore (each as defined herein) within sixty days.

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
			15,036 (1)
		8	SHARED VOTING POWER
			44,439,665 (2)
		9	SOLE DISPOSITIVE POWER
			15,036 (1)
		10	SHARED DISPOSITIVE POWER
			44,439,665 (2)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	44,454,971 (1),(2)
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)
	30.3%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IA, HC

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
			44,439,665 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			44,439,665 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	44,439,665 (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)
	30.3%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IA, HC

(1)

This amount includes an aggregate 26,548 shares of Common Stock underlying RSUs granted to each of the CCG Directors on June 7, 2022, which vested on June 7, 2023 and are expected to settle and be transferred to CCPIV, CCPIV USTE, CCPIV Offshore, CCPV, CCPV USTE, and CCPV Offshore within sixty days.

EXPLANATORY NOTE

(i)

1,633,948 shares of Common Stock held of record by Clearlake Capital Partners IV (AIV-Jupiter), L.P., a Delaware limited partnership (“CCPIV”),

(ii)

60,572 shares of Common Stock held of record by Clearlake Capital Partners IV (AIV-Jupiter) USTE, L.P., a Delaware limited partnership (“CCPIV USTE”),

(iii)

163,422 shares of Common Stock held of record by Clearlake Capital Partners IV (Offshore), L.P., a Cayman Islands exempted limited partnership (“CCPIV Offshore”),

(iv)

3,738,257 shares of Common Stock held of record by Clearlake Capital Partners V, L.P., a Delaware limited partnership (“CCPV”),

(v)

250,671 shares of Common Stock held of record by Clearlake Capital Partners V (USTE), L.P., a Delaware limited partnership (“CCPV USTE”), and

(vi)

1,864,751 shares of Common Stock held of record by Clearlake Capital Partners V (Offshore), L.P., a Cayman Islands exempted limited partnership (“CCPV Offshore”).

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 44,439,665 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. 

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.

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