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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X
 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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Paxton Robert
(Last) (First) (Middle)
C/O MASONITE INTERNATIONAL CORPORATION
1242 EAST 5TH AVENUE
(Street)
TAMPA FL 33605
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MASONITE INTERNATIONAL CORP [ DOOR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
05/15/2024
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)
Code V Amount (A) or (D) Price
Common Shares 05/15/2024 A 16,404(1) A $0 43,363 D
Common Shares 05/15/2024 D 21,681 D $133(2) 21,682 D
Common Shares 05/15/2024 D 21,682 D (3)(4) 0 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Each Masonite International Corporation (Masonite) performance-based restricted stock unit represents a contingent right to receive one common share of Masonite (the Shares). Represents performance-based restricted stock units granted on February 23, 2022, August 8, 2022 and February 27, 2023, in each case vesting based on the achievement of certain pre-established performance metrics. The number of Shares subject to these restricted stock units in the table reflects the deemed level of achievement of applicable performance goals as described in footnote 4 below.
2. Represents Shares disposed pursuant to the Arrangement Agreement, dated as of February 8, 2024 (the Arrangement Agreement), among Masonite, Owens Corning, and MT Acquisition Co ULC (Purchaser). Pursuant to the Arrangement Agreement, on May 15, 2024 (Effective Time), by way of a statutory, court-approved plan of arrangement (the Arrangement) under Division 5 of Part 9 of the Business Corporations Act (British Columbia), Purchaser acquired all of the Shares of Masonite for $133.00 per share in cash (the Arrangement Consideration).
3. Pursuant to the Arrangement Agreement, at the Effective Time, each award of Masonite restricted stock units (whether time- or performance-based) held by the Reporting Person was converted into an award of Owens Corning time-based restricted stock units with respect to Owens Corning common stock (OC Award) of equivalent value and with the same terms and conditions as applied to such stock units immediately prior to the Effective Time.
4. (contd from footnote 3) The number of shares of Owens Corning common stock subject to each such OC Award equals the number of Shares subject to the corresponding Masonite restricted stock units immediately prior to the Effective Time multiplied by an exchange ratio of 0.76424, which equals the quotient obtained by dividing (i) the Arrangement Consideration by (ii) the volume-weighted average closing price per share of Owens Corning common stock on the New York Stock Exchange for the ten consecutive trading day period ending on the date that is two trading days prior to the Effective Time, provided that, in the case of any Masonite restricted stock unit subject to performance periods that were incomplete as of the Effective Time, such performance goals were deemed satisfied at 122% of the target level (or deemed achieved in full if such award does not have a target performance construct) at the Effective Time.
Remarks:
/s/ James C. Pelletier, as attorney-in-fact 05/17/2024
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
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