0000905718-16-001201.txt : 20160216 0000905718-16-001201.hdr.sgml : 20160215 20160216161845 ACCESSION NUMBER: 0000905718-16-001201 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160216 DATE AS OF CHANGE: 20160216 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MASONITE INTERNATIONAL CORP CENTRAL INDEX KEY: 0000893691 STANDARD INDUSTRIAL CLASSIFICATION: MILLWOOD, VENEER, PLYWOOD & STRUCTURAL WOOD MEMBERS [2430] IRS NUMBER: 980377314 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43863 FILM NUMBER: 161428576 BUSINESS ADDRESS: STREET 1: ONE TAMPA CITY CENTER STREET 2: 201 NORTH FRANKLIN STREET, SUITE 300 CITY: TAMPA STATE: FL ZIP: 33602 BUSINESS PHONE: 813-877-2726 MAIL ADDRESS: STREET 1: ONE TAMPA CITY CENTER STREET 2: 201 NORTH FRANKLIN STREET, SUITE 300 CITY: TAMPA STATE: FL ZIP: 33602 FORMER COMPANY: FORMER CONFORMED NAME: PREMDOR INC DATE OF NAME CHANGE: 19941208 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: 12 West Capital Management LP CENTRAL INDEX KEY: 0001540531 IRS NUMBER: 453076594 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 90 PARK AVENUE STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 646-216-7040 MAIL ADDRESS: STREET 1: 90 PARK AVENUE STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 SC 13G/A 1 masonite13gam2dec2015.htm AMENDMENT NO. 2

 

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

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

MASONITE INTERNATIONAL CORPORATION

(Name of Issuer)

 

Common Stock, NO par value

(Title of Class of Securities)

 

575385109

(CUSIP Number)

 

December 31, 2015

(Date of Event Which Requires Filing of this Statement)

 

 

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:

 

[   ] Rule 13d-1(b)

[X] Rule 13d-1(c)

[   ] Rule 13d-1(d)

 

 

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 
 

 

CUSIP No.  575385109
(1) Names of Reporting Persons
 

12 West Capital Management LP

45-3076594

  
(2) Check the Appropriate Box if a Member of a Group (a) [    ]  
  (b) [    ]

 

 

(3) SEC Use Only
(4) Citizenship or Place of Organization
  Delaware, United States  
Number of Shares Beneficially Owned By Each Reporting Person With
  (5) Sole Voting Power: 2,408,039**  
  (6) Shared Voting Power: 0**  
  (7) Sole Dispositive Power: 2,408,039**  
  (8) Shared Dispositive Power: 0**  
       
(9) Aggregate Amount Beneficially Owned by Each Reporting Person:
  2,408,039**  
(10) Check if the Aggregate Amount  in Row  (9) Excludes Certain Shares (See Instructions):
(11) Percent of Class Represented by Amount in Row (9):
  7.8%**  
(12) Type of Reporting Person (See Instructions):
  IA  
             

 

**12 West Capital Management LP (“12 West Management”) serves as the investment manager to 12 West Capital Fund LP, a Delaware limited partnership (“12 West Onshore Fund”), and 12 West Capital Offshore Fund LP, a Cayman Islands exempted limited partnership (“12 West Offshore Fund”), and possesses the sole power to vote and the sole power to direct the disposition of all securities of Masonite International Corporation (the “Issuer”) held by 12 West Onshore Fund and 12 West Offshore Fund. Joel Ramin, as the sole member of 12 West Capital Management, LLC, the general partner of 12 West Management, possesses the voting and dispositive power with respect to all securities beneficially owned by 12 West Management.

 

As of December 31, 2015, 12 West Onshore Fund held 1,151,319 shares of Common Stock of the Issuer, no par value (“Common Stock”), and 12 West Offshore Fund held 658,335 shares of Common Stock. In addition, as of December 31, 2015, 12 West Onshore Fund and 12 West Offshore Fund held Common Stock Purchase Warrants (each, a “Warrant” and collectively, the “Warrants”), which entitle 12 West Onshore Fund and 12 West Offshore Fund to purchase up to 379,142 shares of Common Stock and 219,243 shares of Common Stock, respectively, at an exercise price of $50.77 per share of Common Stock.

 

Based on information disclosed in the Issuer’s Form 10-Q, filed with the Securities and Exchange Commission on November 6, 2015, there were 30,383,095 shares of Common Stock outstanding as of November 2, 2015. As a result of the foregoing, for purposes of Reg. Section 240.13d-3, 12 West Management is deemed to beneficially own 2,408,039 shares of Common Stock, or 7.8% of the shares of Common Stock deemed issued and outstanding as of December 31, 2015.

 

 
 

 


Item 1(a).  Name Of Issuer:
  Masonite International Corporation
Item 1(b).  Address of Issuer’s Principal Executive Offices:
  One Tampa City Center

201 North Franklin Street

Suite 300

Tampa, Florida 33602

 

Item 2(a).  Name of Person Filing:
  12 West Capital Management LP
Item 2(b).  Address of Principal Business Office or, if None, Residence:
 

90 Park Avenue

41st Floor

New York, New York 10016

 

Item 2(c).  Citizenship:
  12 West Capital Management LP is a Delaware limited partnership.
Item 2(d).  Title of Class of Securities:
  Common Stock, no par value.
Item 2(e).  CUSIP No.:
  575385109
Item 3.  If This Statement Is Filed Pursuant to Rules 13d-1(b) or 13d-2(b) or (c), Check Whether the Person Filing is a:
  Not Applicable.

  

 

  

Item 4.  Ownership:  
  (a)  Amount Beneficially Owned: 2,408,039**    
  (b)  Percent of Class: 7.8%**    
  (c)  Number of Shares as to which such person has:      
    (i)  Sole power to vote or to direct the vote: 2,408,039**  
    (ii)  Shared power to vote or to direct the vote: 0**  
    (iii)  Sole power to dispose or to direct the disposition of: 2,408,039**  
    (iv)  Shared power to dispose or to direct the disposition of: 0**  

 

___________________________

**12 West Capital Management LP (“12 West Management”) serves as the investment manager to 12 West Capital Fund LP, a Delaware limited partnership (“12 West Onshore Fund”), and 12 West Capital Offshore Fund LP, a Cayman Islands exempted limited partnership (“12 West Offshore Fund”), and possesses the sole power to vote and the sole power to direct the disposition of all securities of Masonite International Corporation (the “Issuer”) held by 12 West Onshore Fund and 12 West Offshore Fund. Joel Ramin, as the sole member of 12 West Capital Management, LLC, the general partner of 12 West Management, possesses the voting and dispositive power with respect to all securities beneficially owned by 12 West Management.

 

As of December 31, 2015, 12 West Onshore Fund held 1,151,319 shares of Common Stock of the Issuer, no par value (“Common Stock”), and 12 West Offshore Fund held 658,335 shares of Common Stock. In addition, as of December 31, 2015, 12 West Onshore Fund and 12 West Offshore Fund held Common Stock Purchase Warrants (each, a “Warrant” and collectively, the “Warrants”), which entitle 12 West Onshore Fund and 12 West Offshore Fund to purchase up to 379,142 shares of Common Stock and 219,243 shares of Common Stock, respectively, at an exercise price of $50.77 per share of Common Stock.

 

Based on information disclosed in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 6, 2015, there were 30,383,095 shares of Common Stock outstanding as of November 2, 2015. As a result of the foregoing, for purposes of Reg. Section 240.13d-3, 12 West Management is deemed to beneficially own 2,408,039 shares of Common Stock, or 7.8% of the shares of Common Stock deemed issued and outstanding as of December 31, 2015.

 

 
 

 

 

Item 5.  Ownership of Five Percent or Less of a Class:
  Not Applicable.
Item 6.  Ownership of More Than Five Percent on Behalf of Another Person:
  Not Applicable.
Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
  Not Applicable.
Item 8.  Identification and Classification of Members of the Group:
  Not Applicable.
Item 9.  Notice of Dissolution of Group:
  Not Applicable.
Item 10.  Certification:
 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 
 

SIGNATURE

               After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

  February 16, 2016  
     
  12 WEST CAPITAL MANAGEMENT LP  
     
By: 12 WEST CAPITAL MANAGEMENT, LLC,  
  its General Partner  
     
     
  By: /s/ Joel Ramin  
  Joel Ramin  
  its Sole Member  
     

 

 

 

 

Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)