Goldman Sachs Group Inc - Jan 20, 2023 Form 3 Insider Report for MasterBrand, Inc. (MBC)

Role
10%+ Owner
Signature
/s/ Jamison Yardley, Attorney-in-fact
Stock symbol
MBC
Transactions as of
Jan 20, 2023
Transactions value $
$0
Form type
3
Date filed
1/25/2023, 08:50 PM
Previous filing
Jan 23, 2023
Next filing
Jan 25, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding MBC Common Stock 14.5M Jan 20, 2023 See Footnotes F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding MBC Equity Swap Jan 20, 2023 Common Stock 54K See Footnote F1, F2, F3
holding MBC Equity Swap Jan 20, 2023 Common Stock 18K See Footnote F1, F2, F4
holding MBC Equity Swap Jan 20, 2023 Common Stock 25.1K See Footnote F1, F2, F5
holding MBC Equity Swap Jan 20, 2023 Common Stock 17.9K See Footnote F1, F2, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 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.
F4 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.
F5 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.
F6 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.