0001209191-23-004954.txt : 20230125
0001209191-23-004954.hdr.sgml : 20230125
20230125214958
ACCESSION NUMBER: 0001209191-23-004954
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20230123
FILED AS OF DATE: 20230125
DATE AS OF CHANGE: 20230125
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GOLDMAN SACHS & CO. LLC
CENTRAL INDEX KEY: 0000769993
STATE OF INCORPORATION: NY
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41545
FILM NUMBER: 23553790
BUSINESS ADDRESS:
STREET 1: 200 WEST STREET
CITY: NEW YORK
STATE: NY
ZIP: 10282
BUSINESS PHONE: 2129021000
MAIL ADDRESS:
STREET 1: 200 WEST STREET
CITY: NEW YORK
STATE: NY
ZIP: 10282
FORMER NAME:
FORMER CONFORMED NAME: GOLDMAN SACHS & CO
DATE OF NAME CHANGE: 19931102
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GOLDMAN SACHS GROUP INC
CENTRAL INDEX KEY: 0000886982
STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211]
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41545
FILM NUMBER: 23553791
BUSINESS ADDRESS:
STREET 1: 200 WEST STREET
CITY: NEW YORK
STATE: NY
ZIP: 10282
BUSINESS PHONE: 212-902-1000
MAIL ADDRESS:
STREET 1: 200 WEST STREET
CITY: NEW YORK
STATE: NY
ZIP: 10282
FORMER NAME:
FORMER CONFORMED NAME: GOLDMAN SACHS GROUP INC/
DATE OF NAME CHANGE: 20010104
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
doc4.xml
FORM 4 SUBMISSION
X0306
4
2023-01-23
0
0001941365
MasterBrand, Inc.
MBC
0000886982
GOLDMAN SACHS GROUP INC
200 WEST STREET
NEW YORK
NY
10282
0
0
1
0
0000769993
GOLDMAN SACHS & CO. LLC
200 WEST STREET
NEW YORK
NY
10282
0
0
1
0
Common Stock
2023-01-23
4
S
0
23
8.5491
D
15778624
I
See Footnotes
Common Stock
2023-01-23
4
S
0
35
8.58
D
15778589
I
See Footnotes
Common Stock
2023-01-23
4
S
0
6
8.5433
D
15778583
I
See Footnotes
Common Stock
2023-01-23
4
P
0
24
8.569
A
15778607
I
See Footnotes
Common Stock
2023-01-23
4
P
0
100
8.54
A
15778707
I
See Footnotes
Common Stock
2023-01-23
4
P
0
500
8.582
A
15779207
I
See Footnotes
Common Stock
2023-01-23
4
P
0
300
8.54
A
15779507
I
See Footnotes
Common Stock
2023-01-23
4
S
0
587
8.5853
D
15778920
I
See Footnotes
Common Stock
2023-01-23
4
P
0
463
8.408
A
15779383
I
See Footnotes
Common Stock
2023-01-23
4
P
0
94
8.54
A
15779477
I
See Footnotes
Common Stock
2023-01-23
4
S
0
477
8.6087
D
15779000
I
See Footnotes
Common Stock
2023-01-23
4
S
0
6
8.54
D
15778994
I
See Footnotes
Common Stock
2023-01-23
4
S
0
228
8.5879
D
15778766
I
See Footnotes
Equity Swap
2023-01-23
4
P
1
7120
A
2033-01-17
Common Stock
7120
61158
I
See Footnote
Equity Swap
2023-01-23
4
P
1
8029
A
2023-01-24
Common Stock
8029
8029
I
See Footnote
The amount of profit recoverable by the Issuer from the reported transactions will be remitted to the Issuer.
This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group") and Goldman Sachs & Co. LLC. ("Goldman Sachs" and, together with GS Group, the "Reporting Persons"). Goldman Sachs is a wholly-owned subsidiary of GS Group. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein. On January 24, 2023, the Reporting Persons ceased to be a greater than 10% beneficial owner of the Issuer's Common Stock.
GS Group may be deemed to beneficially own indirectly the Common Stock by reason of Goldman Sachs' direct beneficial ownership.
Goldman Sachs entered into an equity swap agreement which, upon the termination of the agreement on January 17, 2033, Goldman Sachs will pay to the counterparty any decrease in the price of the Common Stock below $8.552896 per share and the counterparty will pay to Goldman Sachs any increase in the price of the Common Stock above $8.552896 per share, in each case, based on a notional amount of 7,120 shares of Common Stock.
Goldman Sachs entered into an equity swap agreement which, upon the termination of the agreement on January 24, 2033, Goldman Sachs will pay to the counterparty any decrease in the price of the Common Stock below $8.552896 per share and the counterparty will pay to Goldman Sachs any increase in the price of the Common Stock above $8.552896 per share, in each case, based on a notional amount of 8,029 shares of Common Stock.
/s/ Jamison Yardley, Attorney-in-fact
2023-01-25
/s/ Jamison Yardley, Attorney-in-fact
2023-01-25
EX-24
2
poa.txt
POA DOCUMENT
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP, INC. (the
"Company") does hereby make, constitute and appoint each of Jamison Yardley,
Nathan R. Burby and Crystal Orgill, acting individually, its true and lawful
attorney, to execute and
deliver in its name and on its behalf whether the Company is acting individually
or as representative of others, any and all filings required to be made by the
Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with
respect to securities which may be deemed to be beneficially owned by the
Company under the Act, giving and granting unto each said attorney-in-fact power
and authority to act in the premises as fully and to all intents and purposes as
the Company might or could do if personally present by one of its authorized
signatories, hereby ratifying and confirming all that said attorney-in-fact
shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until the earlier
of (i)
January 1, 2024 and (ii) such time that it is revoked in writing by the Company;
provided that in the event the attorney-in-fact ceases to be an employee of the
Company or its affiliates or ceases to perform the function in connection with
which he/she was appointed attorney-in-fact prior to such time, this Power of
Attorney shall cease to have effect in relation to such attorney-in-fact upon
such cessation but shall continue in full force and effect in relation to any
remaining attorneys-in-fact. The Company has the unrestricted right unilaterally
to revoke this Power of
Attorney.
This Power of Attorney shall be governed by, and construed in accordance with,
the laws of the State of New York, without regard to rules of conflicts of law.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
January 7, 2021.
THE GOLDMAN SACHS GROUP, INC.
By:/s/ Karen P. Seymour
Name: Karen P. Seymour
Title: Executive Vice President, General Counsel and Secretary