0001140361-22-046181.txt : 20221219 0001140361-22-046181.hdr.sgml : 20221219 20221219203113 ACCESSION NUMBER: 0001140361-22-046181 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221215 FILED AS OF DATE: 20221219 DATE AS OF CHANGE: 20221219 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Grewal Navneet CENTRAL INDEX KEY: 0001955293 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41545 FILM NUMBER: 221472657 MAIL ADDRESS: STREET 1: 520 LAKE COOK ROAD STREET 2: SUITE 300 CITY: DEERFIELD STATE: IL ZIP: 60015 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MasterBrand, Inc. CENTRAL INDEX KEY: 0001941365 STANDARD INDUSTRIAL CLASSIFICATION: WOOD HOUSEHOLD FURNITURE, (NO UPHOLSTERED) [2511] IRS NUMBER: 883479920 STATE OF INCORPORATION: DE FISCAL YEAR END: 1225 BUSINESS ADDRESS: STREET 1: ONE MASTERBRAND CABINETS DRIVE CITY: JASPER STATE: IN ZIP: 47546 BUSINESS PHONE: 812-482-2527 MAIL ADDRESS: STREET 1: ONE MASTERBRAND CABINETS DRIVE CITY: JASPER STATE: IN ZIP: 47546 4 1 form4.xml X0306 4 2022-12-15 0001941365 MasterBrand, Inc. MBC 0001955293 Grewal Navneet ONE MASTERBRAND CABINETS DRIVE JASPER IN 47546 true EVP, Chief Digital & Tech Off. Common Stock, par value $0.01 per share 2022-12-15 4 A 0 23001 0 A 23718 D Common Stock, par value $0.01 per share 2022-12-15 4 A 0 11484 0 A 35202 D Common Stock, par value $0.01 per share 2022-12-15 4 A 0 95178 0 A 130380 D Stock option (right to buy) 10.75 2022-12-15 4 A 0 23380 0 A 2032-02-28 Common Stock 23380 23380 D In connection with the separation of the Issuer from Fortune Brands Home & Security, Inc. ("FBHS"), effective December 14, 2022 (the "Spin-Off"), each FBHS shareholder received a pro-rata dividend in the form of one share of the Issuer's common stock ("Common Stock") for each share of FBHS common stock held by such shareholder on the record date of December 2, 2022. The shares of Common Stock reported herein include 717 shares acquired by the Reporting Person in connection with the Spin-Off, and such acquisition was exempt from Section 16 of the Securities Exchange Act of 1934, as amended ("Exchange Act") pursuant to Rule 16a-9 under the Exchange Act. In connection with the Spin-Off, each FBHS restricted stock unit ("RSU") held at the close of business on December 14, 2022 (the "Distribution Date") by any Cabinets Service Provider (as defined in the Employee Matters Agreement, dated December 14, 2022, filed as Exhibit 10.3 to the Form 8-K filed by the Issuer on December 15, 2022) was replaced with a substitute Issuer RSU in an amount equal to the number of FBHS RSUs multiplied by a fraction, the numerator of which is the volume-weighted average price of FBHS common stock on the trading day immediately prior to the Distribution Date, and the denominator of which is the volume-weighted average price of Common Stock on the trading day immediately following the Distribution Date. Each substitute Issuer RSU shall vest based on the holder's continued employment or service with the Issuer, and shall otherwise have substantially the same terms and conditions as the corresponding FBHS RSU. In connection with the Spin-Off, each FBHS performance share award ("PSA") held at the close of business on the Distribution Date by any Cabinets Service Provider was replaced with a substitute Issuer RSU. Pursuant to the terms of the Employee Matters Agreement, the number of substitute Issuer RSUs was based on the number of FBHS PSAs that would have been earned based on the projected performance through the end of the performance period. These substitute Issuer RSUs shall vest on the last day of the performance period applicable to the corresponding FBHS PSA, subject to continued employment through the vesting date, and shall otherwise have substantially the same terms and conditions as the corresponding FBHS PSA. In connection with the Spin-Off, the Reporting Person was granted 95,178 Issuer RSUs that vest 50% on December 15, 2024 and 50% on December 15, 2025, subject to the Reporting Person's continued employment with the Issuer. Each Issuer RSU represents a contingent right to receive one share of Common Stock. In connection with the Spin-Off, each FBHS stock option, whether vested or unvested, held at the close of business on the Distribution Date by any Cabinets Service Provider was replaced with a substitute option to purchase Common Stock with an equal Intrinsic Value (as defined in the Employee Matters Agreement). Each substitute option shall become exercisable and terminate based on the holder's continued employment or service with the Issuer, and shall otherwise have substantially the same terms and conditions as the corresponding FBHS stock option. The options vest in three equal annual installments beginning on February 28, 2023, subject to the Reporting Person's continued employment with the Issuer. /s/ Andrean Horton, attorney-in-fact for Navneet Grewal 2022-12-19