Ownership Submission
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FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT OF CHANGES IN 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
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OMB APPROVAL
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OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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Legall Alexander Albert
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2. Issuer Name and Ticker or Trading Symbol
MASONITE INTERNATIONAL CORP [DOOR]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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_____ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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See Remarks /
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(Last)
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(First)
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(Middle)
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C/O MASONITE INTERNATIONAL CORPORATION , 1242 EAST 5TH AVENUE
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3. Date of Earliest Transaction (Month/Day/Year)
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4. If Amendment, Date Original Filed(Month/Day/Year)
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6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Legall Alexander Albert
C/O MASONITE INTERNATIONAL CORPORATION
1242 EAST 5TH AVENUE
TAMPA, FL33605
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See Remarks
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Signatures
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/s/ James C. Pelletier, as attorney-in-fact
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2024-05-10
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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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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(1)
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Represents Common Shares acquired pursuant to the exercise of the Reporting Person's outstanding Stock Appreciation Rights
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(2)
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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.
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(3)
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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.
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(4)
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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.
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(5)
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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.
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(6)
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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.
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(7)
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The Stock Appreciation Right will vest 33% on February 22, 2022, 33% on February 22, 2023 and 34% on February 22, 2024.
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(8)
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The Stock Appreciation Right will vest 33% on February 23, 2023, 33% on February 23, 2024 and 34% on February 23, 2025.
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(9)
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The Stock Appreciation Right will vest 33% on February 27, 2024, 33% on February 27, 2025 and 34% on February 27, 2026.
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Masonite International Corp.