0001805124-24-000096.txt : 20240517 0001805124-24-000096.hdr.sgml : 20240517 20240517163813 ACCESSION NUMBER: 0001805124-24-000096 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240515 FILED AS OF DATE: 20240517 DATE AS OF CHANGE: 20240517 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ball Christopher O CENTRAL INDEX KEY: 0001881802 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11796 FILM NUMBER: 24960490 MAIL ADDRESS: STREET 1: 1242 EAST 5TH AVENUE CITY: TAMPA STATE: FL ZIP: 33605 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MASONITE INTERNATIONAL CORP CENTRAL INDEX KEY: 0000893691 STANDARD INDUSTRIAL CLASSIFICATION: MILLWOOD, VENEER, PLYWOOD & STRUCTURAL WOOD MEMBERS [2430] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 980377314 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1229 BUSINESS ADDRESS: STREET 1: 1242 EAST 5TH AVENUE CITY: TAMPA STATE: FL ZIP: 33605 BUSINESS PHONE: 813-877-2726 MAIL ADDRESS: STREET 1: 1242 EAST 5TH AVENUE CITY: TAMPA STATE: FL ZIP: 33605 FORMER COMPANY: FORMER CONFORMED NAME: PREMDOR INC DATE OF NAME CHANGE: 19941208 4 1 wk-form4_1715978260.xml FORM 4 X0508 4 2024-05-15 1 0000893691 MASONITE INTERNATIONAL CORP DOOR 0001881802 Ball Christopher O C/O MASONITE INTERNATIONAL CORPORATION 1242 EAST 5TH AVENUE TAMPA FL 33605 0 1 0 0 President, Global Residential 0 Common Shares 2024-05-15 4 A 0 20870 0 A 35307 D Common Shares 2024-05-15 4 D 0 3644 133 D 31663 D Common Shares 2024-05-15 4 D 0 31663 D 0 D Each Masonite International Corporation (Masonite) performance-based restricted stock unit represents a contingent right to receive one common share of Masonite (the Shares). Represents performance-based restricted stock units granted on February 23, 2022, August 8, 2022 and February 27, 2023, in each case vesting based on the achievement of certain pre-established performance metrics. The number of Shares subject to these restricted stock units in the table reflects the deemed level of achievement of applicable performance goals as described in footnote 4 below. Represents Shares disposed pursuant to the Arrangement Agreement, dated as of February 8, 2024 (the Arrangement Agreement), among Masonite, Owens Corning, and MT Acquisition Co ULC (Purchaser). Pursuant to the Arrangement Agreement, on May 15, 2024 (Effective Time), by way of a statutory, court-approved plan of arrangement (the Arrangement) under Division 5 of Part 9 of the Business Corporations Act (British Columbia), Purchaser acquired all of the Shares of Masonite for $133.00 per share in cash (the Arrangement Consideration). Pursuant to the Arrangement Agreement, at the Effective Time, each award of Masonite restricted stock units (whether time- or performance-based) held by the Reporting Person was converted into an award of Owens Corning time-based restricted stock units with respect to Owens Corning common stock (OC Award) of equivalent value and with the same terms and conditions as applied to such stock units immediately prior to the Effective Time. (contd from footnote 3) The number of shares of Owens Corning common stock subject to each such OC Award equals the number of Shares subject to the corresponding Masonite restricted stock units immediately prior to the Effective Time multiplied by an exchange ratio of 0.76424, which equals the quotient obtained by dividing (i) the Arrangement Consideration by (ii) the volume-weighted average closing price per share of Owens Corning common stock on the New York Stock Exchange for the ten consecutive trading day period ending on the date that is two trading days prior to the Effective Time, provided that, in the case of any Masonite restricted stock unit subject to performance periods that were incomplete as of the Effective Time, such performance goals were deemed satisfied at 122% of the target level (or deemed achieved in full if such award does not have a target performance construct) at the Effective Time. /s/ James C. Pelletier, as attorney-in-fact 2024-05-17