0001140361-22-046184.txt : 20221219
0001140361-22-046184.hdr.sgml : 20221219
20221219203147
ACCESSION NUMBER: 0001140361-22-046184
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: Kendrick Bruce Alan
CENTRAL INDEX KEY: 0001955149
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41545
FILM NUMBER: 221472662
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
0001955149
Kendrick Bruce Alan
ONE MASTERBRAND CABINETS DRIVE
JASPER
IN
47546
true
EVP & Chief HR Officer
Common Stock, par value $0.01 per share
2022-12-15
4
A
0
12510
0
A
20496
D
Common Stock, par value $0.01 per share
2022-12-15
4
A
0
53287
0
A
73783
D
Common Stock, par value $0.01 per share
2022-12-15
4
A
0
95178
0
A
168961
D
Stock option (right to buy)
6.9
2022-12-15
4
A
0
14977
0
A
2028-05-01
Common Stock
14977
14977
D
Stock option (right to buy)
5.94
2022-12-15
4
A
0
24844
0
A
2029-02-21
Common Stock
24844
24844
D
Stock option (right to buy)
8.58
2022-12-15
4
A
0
30197
0
A
2030-02-24
Common Stock
30197
30197
D
Stock option (right to buy)
10.76
2022-12-15
4
A
0
17290
0
A
2031-02-22
Common Stock
17290
17290
D
Stock option (right to buy)
10.75
2022-12-15
4
A
0
18705
0
A
2032-02-28
Common Stock
18705
18705
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 7,986 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 have fully vested.
The options vest in three equal annual installments beginning on February 28, 2021, subject to the Reporting Person's continued employment with the Issuer.
The options vest in three equal annual installments beginning on February 28, 2022, subject to the Reporting Person's continued employment with the Issuer.
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 Bruce Alan Kendrick
2022-12-19