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^*

Wendt Roderick

(Last)

(First)

(Middle)

JELD-WEN HOLDING, INC.

440 S. CHURCH STREET, SUITE 400

(Street)

CHARLOTTE

28202

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/27/2017

3. Issuer Name and Ticker or Trading Symbol
JELD-WEN Holding, Inc. [ JELD ]

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

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

5. 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 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 Stock	3,456,684	I	See footnotes⁽¹⁾⁽²⁾

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 Stock Option (Right to Buy)	⁽³⁾	10/03/2021	Common Stock	42,471	$21.77	D
Class B-1 Stock Option (Right to Buy)⁽⁵⁾	⁽³⁾	10/03/2021	Common Stock	99,198⁽⁴⁾	$12.47⁽⁴⁾	D

Explanation of Responses:

1. Includes (i) 22,352 shares of common stock held through the Company's ESOP; (ii) 8,767 shares of common stock held through the Company's KSOP; (iii) 253,121 shares of common stock held through the Wendt Family Foundation; (iv) 2,806,485 shares of common stock held through The Richard Lester Wendt Revocable Living Trust; (v) 339,559 shares of common stock held through the RC Wendt Revocable Trust; and (vi) 26,400 shares of common stock held through the Roderick Wendt GST Trust. The reporting person is one of nine trustees of the Wendt Family Foundation. The reporting person is one of three trustees, each of whom are members of the reporting person's immediate family, of The Richard Lester Wendt Revocable Living Trust. The reporting person is the sole trustee of the RC Wendt Revocable Trust and the Roderick Wendt GST Trust.

2. The reporting person has or shares voting and investment control of shares held by the Wendt Family Foundation, The Richard Lester Wendt Revocable Living Trust, the RC Wendt Revocable Trust and the Roderick Wendt GST Trust, and therefore may be deemed to have beneficial ownership of such shares. The reporting person is also the beneficiary of the RC Wendt Revocable Trust. The reporting person, as trustee and beneficiary of the RC Wendt Revocable Trust, has pledged 220,000 shares of common stock in the name of Lewis & Clark Bank to secure a loan obligation.

3. This option is fully vested.

4. As of the date of the reporting event, and prior to the Class B-1 Conversion (as defined below), represents Class B-1 Stock Options exercisable for an aggregate of 56,815 shares of Class B-1 Common Stock, each with an exercise price of $21.77.

5. Immediately prior to the consummation of the initial public offering of the issuer's Common Stock, Class B-1 Stock Options will become exercisable for Common Stock (the "Class B-1 Conversion"). For purposes of this table, the number of options and the applicable exercise prices are presented on a post-Class B-1 Conversion basis. The footnote above indicates the number of Class B-1 Stock Options outstanding and the applicable exercise price with respect to shares of Class B-1 Common Stock as of the date of the reporting event.

	/s/ Laura W. Doerre, Attorney-in-Fact for Roderick Wendt	01/27/2017
	** 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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