SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Trimaran Investments II, L.L.C. (Last) (First) (Middle) C/O TRIMARAN CAPITAL PARTNERS 1325 AVENUE OF THE AMERICAS, 25TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Norcraft Companies, Inc. [ NCFT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 05/12/2015
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/12/2015		U		3,318,313(1)	D	$25.5	0	I	See footnote(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Trimaran Investments II, L.L.C. (Last) (First) (Middle) C/O TRIMARAN CAPITAL PARTNERS 1325 AVENUE OF THE AMERICAS, 25TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Trimaran Fund Management, L.L.C. (Last) (First) (Middle) C/O TRIMARAN CAPITAL PARTNERS 1325 AVENUE OF THE AMERICAS, 25TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Trimaran Fund II, L.L.C. (Last) (First) (Middle) C/O TRIMARAN CAPITAL PARTNERS 1325 AVENUE OF THE AMERICAS, 25TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Trimaran Capital, L.L.C. (Last) (First) (Middle) C/O TRIMARAN CAPITAL PARTNERS 1325 AVENUE OF THE AMERICAS, 25TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Trimaran Parallel Fund II, L.P. (Last) (First) (Middle) C/O TRIMARAN CAPITAL PARTNERS 1325 AVENUE OF THE AMERICAS, 25TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CIBC Employee Private Equity Fund (Trimaran) Partners (Last) (First) (Middle) C/O TRIMARAN CAPITAL PARTNERS 1325 AVENUE OF THE AMERICAS, 25TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BTO Trimaran, L.P. (Last) (First) (Middle) C/O TRIMARAN CAPITAL PARTNERS 1325 AVENUE OF THE AMERICAS, 25TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Bloom Jay R (Last) (First) (Middle) C/O TRIMARAN CAPITAL PARTNERS 1325 AVENUE OF THE AMERICAS, 25TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Kehler Dean C (Last) (First) (Middle) C/O TRIMARAN CAPITAL PARTNERS 1325 AVENUE OF THE AMERICAS, 25TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. 1,165,495 shares held by Trimaran Fund II, L.L.C., 490,705 shares held by Trimaran Parallel Fund II, L.P., 75,253 shares held by Trimaran Capital, L.L.C., 758,911 shares held by CIBC Employee Private Equity Fund (Trimaran) Partners and 827,949 shares held by BTO Trimaran, L.P. (The shares held by BTO Trimaran, L.P. were transferred to BTO Trimaran, L.P. from CIBC Capital Corp.)

2. Trimaran Investments II, L.L.C. ("Trimaran II") has sole power to dispose of the shares of Common Stock held by Trimaran Fund II, L.L.C. ("Trimaran Fund"), Trimaran Capital, L.L.C. ("Trimaran Capital"), Trimaran Parallel Fund II, L.P. ("Trimaran Parallel"), CIBC Employee Private Equity Fund (Trimaran) Partners ("CIBC EPEF") and BTO Trimaran, L.P. ("BTO Trimaran," and together with Trimaran Fund, Trimaran Capital, Trimaran Parallel and CIBC EPEF, the "Trimaran Entities"). Trimaran Fund Management, L.L.C. ("TFM") has sole power to vote the shares of Common Stock held by the Trimaran Entities. Jay R. Bloom and Dean C. Kehler are the managing members of each of Trimaran II and TFM. By virtue of these relationships, Trimaran II, TFM and Messrs. Bloom and Kehler may be deemed to share voting and dispositive power with respect to all of the shares of Common Stock held by the Trimaran Entities. (Footnote 2 continued below.)

Remarks:

(Footnote 2 continued) Each of Trimaran II, TFM and Messrs. Bloom and Kehler disclaims beneficial ownership of the shares of Common Stock held by the Trimaran Entities except to the extent of its or his pecuniary interest therein.

	/s/ Eric Tanquist, Attorney-in-Fact for Trimaran Investments II, L.L.C.	05/12/2015
	/s/ Eric Tanquist, Attorney-in-Fact for Trimaran Fund Management, L.L.C.	05/12/2015
	/s/ Eric Tanquist, Attorney-in-Fact for Trimaran Fund II, L.L.C.	05/12/2015
	/s/ Eric Tanquist, Attorney-in-Fact for Trimaran Capital, L.L.C.	05/12/2015
	/s/ Eric Tanquist, Attorney-in-Fact for Trimaran Parallel Fund II, L.P.	05/12/2015
	/s/ Eric Tanquist, Attorney-in-Fact for CIBC Employee Private Equity Fund (Trimaran) Partners	05/12/2015
	/s/ Leigh Ginter, Attorney-in-Fact for BTO Trimaran, L.P.	05/12/2015
	/s/ Eric Tanquist, Attorney-in-Fact for Dean C. Kehler	05/12/2015
	/s/ Eric Tanquist, Attorney-in-Fact for Jay R. Bloom	05/12/2015
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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