SEC Form SC 13D/A filed by Janus International Group Inc. (Amendment)
Janus International Group, Inc.
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(Name of Issuer)
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Common Stock, par value $0.0001 per share
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(Title of Class of Securities)
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47103N106
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(CUSIP Number)
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John F. Cannon
c/o Clearlake Capital Group, L.P.
233 Wilshire Blvd, Suite 800
Santa Monica, California 90401
(310) 400-8800
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(Name, Address and Telephone Number of Person
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Authorized to Receive Notices and Communications)
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June 20, 2023
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(Date of Event which Requires Filing of this Statement)
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CUSIP No. 47103N106
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SCHEDULE 13D
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Page 2 of 7
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1
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NAMES OF REPORTING PERSONS
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Clearlake Capital Group, L.P. |
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF, WC |
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0 |
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8
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SHARED VOTING POWER
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9
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SOLE DISPOSITIVE POWER
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0 |
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10
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SHARED DISPOSITIVE POWER
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44,439,665 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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44,439,665 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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30.3% |
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA, PN |
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CUSIP No. 47103N106
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SCHEDULE 13D
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Page 3 of 7
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1
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NAMES OF REPORTING PERSONS
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José E. Feliciano |
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF, WC |
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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15,036 (1) |
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8
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SHARED VOTING POWER
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9
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SOLE DISPOSITIVE POWER
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15,036 (1) |
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10
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SHARED DISPOSITIVE POWER
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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||||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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30.3% |
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA, HC |
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(1)
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CUSIP No. 47103N106
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SCHEDULE 13D
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Page 4 of 7
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1
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NAMES OF REPORTING PERSONS
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Behdad Eghbali |
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF, WC |
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0 |
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8
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SHARED VOTING POWER
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9
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SOLE DISPOSITIVE POWER
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0 |
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10
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SHARED DISPOSITIVE POWER
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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||||
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|
||||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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||||
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||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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30.3% |
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA, HC |
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CUSIP No. 47103N106
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SCHEDULE 13D
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Page 5 of 7
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ITEM 4 |
PURPOSE OF TRANSACTION
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(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”),
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(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”),
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(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”),
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(iv) |
3,738,257 shares of Common Stock held of record by Clearlake Capital Partners V, L.P., a Delaware limited partnership (“CCPV”),
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(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
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(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”).
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ITEM 5 |
INTERESTS IN THE SECURITIES OF THE ISSUER
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CUSIP No. 47103N106
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SCHEDULE 13D
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Page 6 of 7
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ITEM 6 |
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
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CUSIP No. 47103N106
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SCHEDULE 13D
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Page 7 of 7
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Date: June 22, 2023
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Clearlake Capital Group, L.P.
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By: Clearlake Capital Group GP, LLC, its general partner
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/s/ John F. Cannon
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John F. Cannon
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José Enrique Feliciano
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/s/ John F. Cannon
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Name: John F. Cannon
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Title: Attorney-in-Fact
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Behdad Eghbali
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/s/ John F. Cannon
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Name: John F. Cannon
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Title: Attorney-in-Fact
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