SEC FORM 4

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Legall Alexander Albert

(Last)

(First)

(Middle)

C/O MASONITE INTERNATIONAL CORPORATION

1242 EAST 5TH AVENUE

(Street)

TAMPA

33605

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MASONITE INTERNATIONAL CORP [ DOOR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
05/08/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	05/08/2024		M		1,495⁽¹⁾	A	$107.68	3,111	D
Common Shares	05/08/2024		F		112⁽²⁾	D	$132.62	2,999	D
Common Shares	05/08/2024		D		1,214	D	$132.62	1,785	D
Common Shares	05/08/2024		M		1,621⁽¹⁾	A	$88.61	3,406	D
Common Shares	05/08/2024		F		212⁽²⁾	D	$132.62	3,194	D
Common Shares	05/08/2024		D		1,084	D	$132.62	2,110	D
Common Shares	05/08/2024		M		1,317⁽¹⁾	A	$88.99	3,427	D
Common Shares	05/08/2024		F		172⁽²⁾	D	$132.62	3,255	D
Common Shares	05/08/2024		D		884	D	$132.62	2,371	D
Common Shares	05/08/2024		F		383⁽³⁾	D	$132.62	1,988	D
Common Shares	05/08/2024		F		195⁽³⁾	D	$132.62	1,793	D
Common Shares	05/08/2024⁽⁴⁾		A		3,124⁽⁵⁾	A	$0	4,917	D
Common Shares	05/08/2024		F		1,230⁽⁶⁾	D	$132.62	3,687	D
Common Shares	05/08/2024⁽⁴⁾		A		3,537⁽⁵⁾	A	$0	7,224	D
Common Shares	05/08/2024		F		1,392⁽⁶⁾	D	$132.62	5,832	D
Common Shares	05/08/2024⁽⁴⁾		A		3,736⁽⁵⁾	A	$0	9,568	D
Common Shares	05/08/2024		F		1,471⁽⁶⁾	D	$132.62	8,097	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Appreciation Right	$107.68	05/08/2024		M			1,495	⁽⁷⁾	02/22/2031	Common Shares	1,495	$0	0	D
Stock Appreciation Right	$88.61	05/08/2024		M			1,621	⁽⁸⁾	02/23/2032	Common Shares	1,621	$0	0	D
Stock Appreciation Right	$88.99	05/08/2024		M			1,317	⁽⁹⁾	02/27/2033	Common Shares	1,317	$0	0	D

Explanation of Responses:

1. Represents Common Shares acquired pursuant to the exercise of the Reporting Person's outstanding Stock Appreciation Rights

2. Shares withheld by the Issuer to cover the exercise price and tax withholding obligations arising from the exercise of Stock Appreciation Rights reported on this form.

3. Shares withheld by the Issuer to cover tax withholding obligations arising from the delivery of shares in connection with the settlement of vested Restricted Stock Units.

4. The date of the transaction represents the date on which the financial performance criteria of a previously granted performance-based restricted stock units were determined to have been satisfied.

5. Represents performance-based Masonite 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. On February 26, 2024 the Compensation Committee of the Issuer's Board of Directors certified the performance metrics and determined the number of performance-based restricted stock units that were earned.

6. Shares withheld by the Issuer to cover tax withholding obligations arising from the delivery of shares in connection with the settlement of vested Performance Restricted Stock Units.

7. The Stock Appreciation Right will vest 33% on February 22, 2022, 33% on February 22, 2023 and 34% on February 22, 2024.

8. The Stock Appreciation Right will vest 33% on February 23, 2023, 33% on February 23, 2024 and 34% on February 23, 2025.

9. The Stock Appreciation Right will vest 33% on February 27, 2024, 33% on February 27, 2025 and 34% on February 27, 2026.

Remarks:

Senior Vice President & Business Leader - Architectural

	/s/ James C. Pelletier, as attorney-in-fact	05/10/2024
	** 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 4 (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).
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