Janus International Group Inc.

12/09/2024 | Press release | Distributed by Public on 12/09/2024 19:05

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
FRADIN ROGER
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)
(Last) (First) (Middle)
C/O JANUS INTERNATIONAL GROUP, INC., 135 JANUS INTERNATIONAL BLVD.
3. Date of Earliest Transaction (Month/Day/Year)
12/05/2024
(Street)
TEMPLE, GA 30179
4. If Amendment, Date 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
(City) (State) (Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 46,283(7) D
Common Stock 12/05/2024 J(1) 650,830 A $7.56 972,072 I By The Fradin Community Property Revocable Trust(2)
Common Stock 12/05/2024 J(1) 325,415 D $7.56 0 I By R JBI GRAT 2024(3)
Common Stock 12/05/2024 J(1) 325,415 D $7.56 0 I By S JBI GRAT 2024(4)
Common Stock 825,415 I By R JBI GRAT 2024 II(5)
Common Stock 825,415 I By S JBI GRAT 2024 II(6)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FRADIN ROGER
C/O JANUS INTERNATIONAL GROUP, INC.
135 JANUS INTERNATIONAL BLVD.
TEMPLE, GA 30179
X

Signatures

/s/ Elliot Kahler, as attorney-in-fact for Roger Fradin 12/09/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) On December 5, 2024, the R JBI GRAT 2024 and the S JBI GRAT 2024 each contributed 325,415 shares of JBI Common Stock to The Fradin Community Property Revocable Trust at a sales value of $7.56 per share of JBI Common Stock. For Section 16 purposes, there is no change in the number of shares beneficially owned by the reporting person as a result of these transfers.
(2) The shares of JBI Common Stock are held directly by The Fradin Community Property Revocable Trust, for which the reporting person serves as trustee.
(3) The R JBI GRAT 2024, of which the reporting person is the trustee and annuitant, irrevocable trusts for the benefit of the reporting person's children are beneficiaries, and the reporting person maintains indirect beneficial ownership of such securities.
(4) The S JBI GRAT 2024, of which the reporting person's spouse is the trustee and annuitant, irrevocable trusts for the benefit of the reporting person's children are beneficiaries, and the reporting person maintains indirect beneficial ownership of such securities.
(5) The R JBI GRAT 2024 II, a grantor retained annuity trust of which the reporting person is the trustee and annuitant and that is for the benefit of the reporting person and the reporting person's children. The reporting person maintains indirect beneficial ownership of such securities.
(6) The S JBI GRAT 2024 II, a grantor retained annuity trust of which the reporting person's spouse is the trustee and annuitant, and that is for the benefit of the reporting person's spouse and the reporting person's children, and the reporting person maintains indirect beneficial ownership of such securities.
(7) Consists of (i) 23,317 shares of JBI Common Stock, and (ii) 22,966 restricted stock units which will fully vest on June 7, 2025, subject to continued service on the Board of Directors.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.