Statement of Changes in Beneficial Ownership (4)

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* Green Equity Investors CF, L.P.	2. Issuer Name and Ticker or Trading Symbol JOANN Inc. [ JOAN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle) 11111 SANTA MONICA BLVD., SUITE 2000	3. Date of Earliest Transaction (MM/DD/YYYY) 9/8/2022
(Street) LOS ANGELES, CA 90025 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _ X _ 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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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. Trans. Date	2A. Deemed Execution Date, if any	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	9/8/2022		S		7812 ⁽¹⁾	D	$8.43 ⁽²⁾	59280 ⁽³⁾	I	See footnote. ⁽³⁾
Common Stock								20436421 ⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	D
Common Stock								7293957 ⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾	D
Common Stock								96979 ⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁹⁾	D

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:
(1)	Represents shares of Common Stock sold by John Yoon. Mr. Yoon previously served on the Issuer's board of directors as an appointee of Leonard Green & Partners, L.P. ("LGP"), and held the shares of Common Stock for the benefit of LGP. Mr. Yoon sold these shares of Common Stock in connection with Mr. Yoon ceasing to serve on the Issuer's board of directors.
(2)	This transaction was executed in multiple trades at prices ranging from $8.33 to $8.53. The price reported above reflects the weighted average sale price. The Reporting Persons hereby undertake to provide upon request to the SEC staff, the Issuer, or a securityholder of the Issuer full information regarding the number of shares of Common Stock and prices at which the trades were effected.
(3)	Represents shares of the Issuer's common stock held by Messrs. Jonathan Sokoloff and Brian Coleman, and Ms. Lily Chang. Of the 59,280 shares reported, 22,364 are held by Mr. Sokoloff, 22,364 are held by Ms. Chang, and 14,552 are held by Mr. Coleman. The shares are held for the benefit of LGP and each of Messrs. Sokoloff and Coleman and Ms. Chang disclaims beneficial ownership of such shares, except to the extent of his or her pecuniary interest therein.
(4)	Represents shares of common stock owned by Green Equity Investors CF, L.P. ("Main CF").
(5)	GEI Capital CF, LLC ("Capital") is the general partner of Main CF and Green Equity Investors Side CF, L.P. ("Side CF"). LGP is the management company of Main CF and Side CF, and an affiliate of Capital. LGP Management, Inc. ("LGPM") is the general partner of LGP. Peridot Coinvest Manager LLC ("Peridot") is the manager of LGP Associates CF LLC ("Associates CF").
(6)	Each of Main CF, Side CF, Associates CF, Capital, LGP, LGPM, 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 Main CF, Side CF, and Associates CF (together, the "Investors") and, therefore, a "ten percent holder" hereunder.
(7)	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.
(8)	Represents shares of common stock owned by Side CF.
(9)	Represents shares of common stock owned by Associates CF.

Remarks:
Mr. Jonathan Sokoloff is a member of the board of directors of the Issuer, and is a partner of LGP, which is an affiliate of the other reporting persons (the "LGP Entities"). Accordingly, Mr. Sokoloff may be determined to represent the interests of the LGP Entities on the board of directors of the Issuer, and accordingly, the LGP Entities may be deemed to be a director for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Green Equity Investors CF, L.P. 11111 SANTA MONICA BLVD. SUITE 2000 LOS ANGELES, CA 90025	X	X
GEI Capital CF, LLC 11111 SANTA MONICA BLVD. SUITE 2000 LOS ANGELES, CA 90025	X	X
Green Equity Investors Side CF, L.P. 11111 SANTA MONICA BLVD. SUITE 2000 LOS ANGELES, CA 90025	X	X
Leonard Green & Partners, L.P. 11111 SANTA MONICA BOULEVARD, SUITE 2000 LOS ANGELES, CA 90025	X	X
LGP Associates CF, LLC 11111 SANTA MONICA BLVD. SUITE 2000 LOS ANGELES, CA 90025	X	X
LGP MANAGEMENT INC 11111 SANTA MONICA BOULEVARD, SUITE 2000 LOS ANGELES, CA 90025	X	X
PERIDOT COINVEST MANAGER LLC 11111 SANTA MONICA BOULEVARD, SUITE 2000 LOS ANGELES, CA 90025	X	X

Signatures
/s/ Andrew Goldberg, attorney-in-fact		9/12/2022
^**Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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