SEC FORM 4

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).

1. Name and Address of Reporting Person^*

Cook Brian Scott

(Last)

(First)

(Middle)

C/O JANUS INTERNATIONAL GROUP, INC.

135 JANUS INTERNATIONAL BLVD.

(Street)

TEMPLE

30179

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/12/2021

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

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

X	Form filed by One Reporting Person
	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, par value $0.0001 per share ("Common Stock")	11/12/2021		M⁽¹⁾		500,000	A	$0.00	709,852	I	By: Northvale Capital Partners, LLC⁽²⁾
Common Stock	11/12/2021		F⁽¹⁾		350,000	D	$0.00	359,852	I	By: Northvale Capital Partners, LLC
Common Stock								2,172,601	D⁽³⁾
Common Stock								543,150	I	By: Brian S. Cook 2019 Nevada Trust⁽⁴⁾

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)
Warrants	$11.5	11/12/2021		M			500,000	07/07/2021	06/07/2026	Common Stock	500,000	$0.00	0	I	By: Northvale Capital Partners, LLC⁽²⁾

Explanation of Responses:

1. On October 13, 2021, Janus International Group, Inc. ("Janus") delivered a notice of redemption to holders of all outstanding warrants (the "Warrants") to purchase shares of Common Stock, par value $0.0001 per share (the "Common Stock"). Pursuant to the terms of the outstanding warrant agreements applicable to the Warrants, the Reporting Person elected to exercise all Warrants on a cashless basis.

2. The Warrants were, and underlying shares of Common Stock received upon exercise of the Warrants are, held directly by Northvale Capital Partners, LLC ("Northvale"). Prior to giving effect to the transaction, the reported securities included 209,852 shares of Common Stock and 500,000 Warrants previously reported as held indirectly by the Reporting Person through Juniper Industrial Sponsor, LLC (the "Sponsor"). Northvale received such securities through Sponsor's pro rata distribution of all its holdings to its members, including Northvale, for no consideration (the "Distribution").

3. Shares of Common Stock held directly Reporting Person, who received the reported securities for no consideration as part of the Distribution.

4. Shares of Common Stock held directly by the Brian S. Cook 2019 Nevada Trust, which received the reported securities for no consideration as part of the Distribution.

Remarks:

	/s/ Scott Sannes, as Attorney-in-Fact for Brian Scott Cook	11/16/2021
	** 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).
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