SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person^*

Centerbridge Credit GP Investors, L.L.C.

(Last)

(First)

(Middle)

375 PARK AVENUE, 12TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/06/2013

3. Issuer Name and Ticker or Trading Symbol
MASONITE INTERNATIONAL CORP [ DOOR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

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

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	1,030,328	I	See footnotes⁽¹⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾
Common Shares	1,855,101	I	See footnotes⁽²⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾
Common Shares	655,020	I	See footnotes⁽³⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Share Warrants (right to buy)	06/09/2009	06/09/2014	Common Shares	30,575	$50.77	I	See footnotes⁽⁴⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾
Common Share Warrants (right to buy)	06/09/2009	06/09/2014	Common Shares	52,694	$50.77	I	See footnotes⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾
Common Share Warrants (right to buy)	06/09/2009	06/09/2016	Common Shares	22,931	$50.77	I	See footnotes⁽⁴⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾
Common Share Warrants (right to buy)	06/09/2009	06/09/2016	Common Shares	39,520	$50.77	I	See footnotes⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾

1. Name and Address of Reporting Person^*

Centerbridge Credit GP Investors, L.L.C.

(Last)

(First)

(Middle)

375 PARK AVENUE, 12TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Centerbridge Credit Partners, L.P.

(Last)

(First)

(Middle)

375 PARK AVENUE, 12TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Centerbridge Credit Partners Master, L.P.

(Last)

(First)

(Middle)

375 PARK AVENUE, 12TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Centerbridge Credit Partners General Partner, L.P.

(Last)

(First)

(Middle)

375 PARK AVENUE, 12TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Centerbridge Credit Partners Offshore General Partner, L.P.

(Last)

(First)

(Middle)

375 PARK AVENUE, 12TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Centerbridge Credit Offshore GP Investors, L.L.C.

(Last)

(First)

(Middle)

375 PARK AVENUE, 12TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Gallogly Mark T

(Last)

(First)

(Middle)

375 PARK AVENUE, 12TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Aronson Jeffrey

(Last)

(First)

(Middle)

375 PARK AVENUE, 12TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. These Common Shares are held by Centerbridge Credit Partners, L.P. ("Credit Partners").

2. These Common Shares are held by Centerbridge Credit Partners Master, L.P. ("Credit Partners Master").

3. These Common Shares are held by Centerbridge Special Credit Partners, L.P. ("Special Credit Partners" and, together with Credit Partners and Credit Partners Master, the "Centerbridge Funds").

4. These Warrants are held by Credit Partners.

5. These Warrants are held by Credit Partners Master.

6. Centerbridge Credit GP Investors, L.L.C. ("GP Investors") is the general partner of Centerbridge Credit Partners General Partner, L.P. ("Credit GP"), which, in turn, is the general partner of Centerbridge Credit Partners, L.P., and, as such GP Investors and Credit GP may be deemed to beneficially own the securities held by Credit Partners. Centerbridge Credit Offshore GP Investors, L.L.C. ("Offshore GP Investors") is the general partner of Centerbridge Credit Partners Offshore General Partner, L.P. ("Offshore GP"), which, in turn, is the general partner of Centerbridge Credit Partners Master, L.P., and, as such Offshore GP Investors and Offshore GP may be deemed to beneficially own the securities held by Credit Partners Master. (Continued in footnote 7)

7. Centerbridge Special GP Investors, L.L.C. ("SC GP Investors") is the general partner of Centerbridge Special Credit Partners General Partner, L.P. ("SC GP"), which in turn is the general partner of Centerbridge Special Credit Partners, L.P., and, as such SC GP Investors and SC GP may be deemed to beneficially own the Common Shares held by Special Credit Partners. Messrs. Gallogy and Aronson are the managing members of each of GP Investors, Offshore GP Investors and SC GP, and, as such may be deemed to beneficially own the securities held by the Centerbridge Funds. Except for the Centerbridge Funds with respect to the securities held by such entity, each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. (Continued in footnote 8)

8. The filing of this statement by the Reporting Persons shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, such Reporting Persons are the beneficial owners of the securities reported herein other than the securities held directly by such Reporting Person.

Remarks:

Due to the limitations of the Securities and Exchange Commission's EDGAR system, Special Credit Partners, SC GP and SC GP Investors have filed a separate Form 3.

	Centerbridge Credit Partners, L.P., By: Centerbridge Credit Partners General Partner, L.P., its general partner, By: Centerbridge Credit GP Investors, L.L.C., its general partner, By: /s/ Mark T. Gallogly, Authorized Signatory	09/06/2013
	Centerbridge Credit Partners General Partner, L.P., By: Centerbridge Credit GP Investors, L.L.C., its general partner, By: /s/ Mark T. Gallogly, Authorized Signatory	09/06/2013
	Centerbridge Credit GP Investors, L.L.C., By: /s/ Mark T. Gallogly, Authorized Signatory	09/06/2013
	Centerbridge Credit Partners Master, L.P., By: Centerbridge Credit Partners Offshore General Partner, L.P., its general partner, By: Centerbridge Credit Offshore GP Investors, L.L.C., its general partner, By: /s/ Mark T. Gallogly, Authorized Signatory	09/06/2013
	Centerbridge Credit Partners Offshore General Partner, L.P., By: Centerbridge Credit Offshore GP Investors, L.L.C., its general partner, By: /s/ Mark T. Gallogly, Authorized Signatory	09/06/2013
	Centerbridge Credit Offshore GP Investors, L.L.C., By: /s/ Mark T. Gallogly, Authorized Signatory	09/06/2013
	By: /s/ Mark T. Gallogly	09/06/2013
	By: /s/ Jeffrey H. Aronson	09/06/2013
	** 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 5 (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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