James C. Pelletier - May 15, 2024 Form 4 Insider Report for MASONITE INTERNATIONAL CORP (DOOR)

Signature
/s/ James C. Pelletier
Stock symbol
DOOR
Transactions as of
May 15, 2024
Transactions value $
-$327,180
Form type
4
Date filed
5/17/2024, 04:37 PM
Previous filing
May 10, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction DOOR Common Shares Award $0 +11.2K +90.34% $0.00 23.7K May 15, 2024 Direct F1
transaction DOOR Common Shares Disposed to Issuer -$327K -2.46K -10.39% $133.00 21.2K May 15, 2024 Direct F2
transaction DOOR Common Shares Disposed to Issuer -21.2K -100% 0 May 15, 2024 Direct F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

James C. Pelletier is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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.
F2 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).
F3 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.
F4 (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.