4//SEC Filing
GEI Capital V, LLC 4
Accession 0001209191-21-027688
CIK 0001834585other
Filed
Apr 19, 8:00 PM ET
Accepted
Apr 20, 8:09 PM ET
Size
22.3 KB
Accession
0001209191-21-027688
Insider Transaction Report
Form 4
JOANN Inc.JOAN
Green Equity Investors V, L.P.
Director10% Owner
Transactions
- Other
Common Stock
2021-04-16$11.38/sh−375,542$4,273,668→ 0 total - Other
Common Stock
2021-04-16$11.38/sh−21,117,204$240,313,782→ 0 total - Other
Common Stock
2021-04-16$11.38/sh−6,334,611$72,087,873→ 0 total - Award
Restricted Stock Units
2021-03-17+23,436→ 23,436 total(indirect: See footnote.)→ Common Stock (23,436 underlying)
Green Equity Investors Side V, L.P.
Director10% Owner
Transactions
- Award
Restricted Stock Units
2021-03-17+23,436→ 23,436 total(indirect: See footnote.)→ Common Stock (23,436 underlying) - Other
Common Stock
2021-04-16$11.38/sh−21,117,204$240,313,782→ 0 total - Other
Common Stock
2021-04-16$11.38/sh−6,334,611$72,087,873→ 0 total - Other
Common Stock
2021-04-16$11.38/sh−375,542$4,273,668→ 0 total
Needle Coinvest LLC
Director10% Owner
Transactions
- Other
Common Stock
2021-04-16$11.38/sh−6,334,611$72,087,873→ 0 total - Award
Restricted Stock Units
2021-03-17+23,436→ 23,436 total(indirect: See footnote.)→ Common Stock (23,436 underlying) - Other
Common Stock
2021-04-16$11.38/sh−21,117,204$240,313,782→ 0 total - Other
Common Stock
2021-04-16$11.38/sh−375,542$4,273,668→ 0 total
LGP Associates V LLC
Director10% Owner
Transactions
- Other
Common Stock
2021-04-16$11.38/sh−6,334,611$72,087,873→ 0 total - Award
Restricted Stock Units
2021-03-17+23,436→ 23,436 total(indirect: See footnote.)→ Common Stock (23,436 underlying) - Other
Common Stock
2021-04-16$11.38/sh−21,117,204$240,313,782→ 0 total - Other
Common Stock
2021-04-16$11.38/sh−375,542$4,273,668→ 0 total
Green V Holdings, LLC
Director10% Owner
Transactions
- Award
Restricted Stock Units
2021-03-17+23,436→ 23,436 total(indirect: See footnote.)→ Common Stock (23,436 underlying) - Other
Common Stock
2021-04-16$11.38/sh−6,334,611$72,087,873→ 0 total - Other
Common Stock
2021-04-16$11.38/sh−21,117,204$240,313,782→ 0 total - Other
Common Stock
2021-04-16$11.38/sh−375,542$4,273,668→ 0 total
GEI Capital V, LLC
Director10% Owner
Transactions
- Other
Common Stock
2021-04-16$11.38/sh−21,117,204$240,313,782→ 0 total - Other
Common Stock
2021-04-16$11.38/sh−375,542$4,273,668→ 0 total - Other
Common Stock
2021-04-16$11.38/sh−6,334,611$72,087,873→ 0 total - Award
Restricted Stock Units
2021-03-17+23,436→ 23,436 total(indirect: See footnote.)→ Common Stock (23,436 underlying)
Footnotes (14)
- [F1]On April 16, 2021, Green Equity Investors V, L.P. ("GEI V"), Green Equity Investors Side V, L.P. ("GEI Side V"), and Needle Coinvest LLC ("Coinvest") contributed all securities of the Issuer to each of Green Equity Investors CF, L.P. ("Main CF"), Green Equity Investors Side CF, L.P. ("Side CF"), and LGP Associates CF, LLC ("Associates CF") as part of a transaction pursuant to which GEI V, GEI Side V, Coinvest, and other affiliated co-investment vehicles engaged in a coordinated transfer of their equity interests in several portfolio companies (including the Issuer) to one or more newly formed affiliated investment funds (the "Transaction").
- [F10]Represents shares of Common Stock owned by Coinvest.
- [F11]Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock.
- [F12]Represents restricted stock units granted to Messrs. Jonathan Sokoloff and John Yoon and Ms. Chang, as members of the board of directors of the Issuer. Each of Messrs. Sokoloff and Yoon and Ms. Chang received 7,812 restricted stock units.
- [F13]The restricted stock units vest on March 17, 2022.
- [F14]Represents restricted stock units held by Messrs. Sokoloff and Yoon and Ms. Chang. Of the 23,436 shares, 7,812 are held by Mr. Sokoloff, 7,812 are held by Mr. Yoon, and 7,812 are held by Ms. Chang. The shares are held for the benefit of LGP and each of Messrs. Sokoloff and Yoon and Ms. Chang disclaims beneficial ownership of such shares, except to the extent of his or her pecuniary interest therein.
- [F2]Represents shares of Common Stock contributed by GEI V to Main CF and Side CF as part of the Transaction.
- [F3]Represents shares owned by GEI V.
- [F4]GEI Capital V, LLC ("Capital") is the general partner of GEI V and GEI Side V. Leonard Green & Partners, L.P. ("LGP") is the management company of GEI V and GEI Side V, and an affiliate of Capital. LGP Management, Inc. ("LGPM") is the general partner of LGP. Green V Holdings, LLC is a limited partner of GEI V and GEI Side V. LGP Associates V LLC ("Associates") is the manager of Needle Coinvest LLC ("Coinvest"). Peridot Coinvest Manager LLC ("Peridot") is the management company of Associates.
- [F5]Each of GEI V, GEI Side V, Coinvest, Associates, Capital, LGP, LGPM, Holdings and Peridot directly (whether through ownership or position), or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of some or all of the shares of Common Stock held by GEI V, GEI Side V, and Coinvest (together, the "Investors") and, therefore, a "ten percent holder" hereunder.
- [F6]Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock reported herein and not held for record by such Reporting Person, except to the extent of its pecuniary interest therein. This report shall not otherwise be deemed an admission that the Reporting Persons are the beneficial owners of such securities not held of record by the respective Reporting Person, for purposes of Section 16 or for any other purpose.
- [F7]Represents shares of Common Stock contributed by GEI Side V to Side CF as part of the Transaction.
- [F8]Represents shares of Common Stock owned by GEI Side V.
- [F9]Represents shares of Common Stock contributed by Coinvest to Associates CF and Main CF as part of the Transaction.
Documents
Issuer
JOANN Inc.
CIK 0001834585
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001449640
Filing Metadata
- Form type
- 4
- Filed
- Apr 19, 8:00 PM ET
- Accepted
- Apr 20, 8:09 PM ET
- Size
- 22.3 KB