SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* GOLDMAN SACHS GROUP INC (Last) (First) (Middle) 200 WEST STREET (Street) NEW YORK NY 10282 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/20/2023	3. Issuer Name and Ticker or Trading Symbol MasterBrand, Inc. [ MBC ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	14,543,349	I	See Footnotes(1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Equity Swap(3)	(3)	(3)	Common Stock	54,038	(3)	I	See Footnote(1)(2)
Equity Swap(4)	(4)	(4)	Common Stock	18,015	(4)	I	See Footnote(1)(2)
Equity Swap(5)	(5)	(5)	Common Stock	25,069	(5)	I	See Footnote(1)(2)
Equity Swap(6)	(6)	(6)	Common Stock	17,853	(6)	I	See Footnote(1)(2)

1. Name and Address of Reporting Person* GOLDMAN SACHS GROUP INC (Last) (First) (Middle) 200 WEST STREET (Street) NEW YORK NY 10282 (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* GOLDMAN SACHS & CO. LLC (Last) (First) (Middle) 200 WEST STREET (Street) NEW YORK NY 10282 (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. 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 subsidiary of GS Group. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. On January 20, 2023, the Reporting Persons experienced an increase in their beneficial ownership of MasterBrand, Inc. (the "Issuer") to above 10% of the outstanding Common Stock due to a securities borrow transaction. On January 24, 2023, the Reporting Persons experienced a decrease in their beneficial ownership that reduced their beneficial ownership to below 10% due to a reduction in securities borrows.

2. The Common Stock and equity swaps of the Issuer reported herein as indirectly beneficially owned are directly beneficially owned by Goldman Sachs and indirectly beneficially owned by GS Group.

3. Goldman Sachs is a party to an equity swap agreement which, upon the termination of the agreement on January 18, 2033, Goldman Sachs will pay to the counterparty any decrease in the price of the Common Stock below $8.371732 per share and the counterparty will pay to Goldman Sachs any increase in the price of the Common Stock above $8.371732 per share, in each case, based on a notional amount of 54,038 shares of Common Stock.

4. Goldman Sachs is a party to an equity swap agreement which, upon the termination of the agreement on January 18, 2033, Goldman Sachs will pay to the counterparty any decrease in the price of the Common Stock below $8.371732 per share and the counterparty will pay to Goldman Sachs any increase in the price of the Common Stock above $8.371732 per share, in each case, based on a notional amount of 18,015 shares of Common Stock.

5. Goldman Sachs is a party to an equity swap agreement which, upon the termination of the agreement on January 18, 2033, Goldman Sachs will pay to the counterparty any decrease in the price of the Common Stock below $8.266921 per share and the counterparty will pay to Goldman Sachs any increase in the price of the Common Stock above $8.266921 per share, in each case, based on a notional amount of 25,069 shares of Common Stock.

6. Goldman Sachs is a party to 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 $8.553046 per share and the counterparty will pay to Goldman Sachs any increase in the price of the Common Stock above $8.553046 per share, in each case, based on a notional amount of 17,853 shares of Common Stock.

Remarks:

	/s/ Jamison Yardley, Attorney-in-fact	01/25/2023
	/s/ Jamison Yardley, Attorney-in-fact	01/25/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.