Trimaran Fund II, L.L.C. SC 13G/A Norcraft Companies, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Norcraft Companies, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

65557Y 105

(CUSIP Number)

February 17, 2015

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,see theNotes).

CUSIP No. 65557Y 105

1	NAMES OF REPORTING PERSONS Trimaran Fund II, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ¨        (b)  ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 1,165,495
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 1,165,495
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,165,495
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.7%*
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO (Limited Liability Company)

* Based on 17,311,573 shares of Common Stock outstanding as of November 6, 2014.

CUSIP No. 65557Y 105

1	NAMES OF REPORTING PERSONS Trimaran Parallel Fund II, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ¨        (b)  ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 490,705
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 490,705
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 490,705
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.8%*
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

* Based on 17,311,573 shares of Common Stock outstanding as of November 6, 2014.

CUSIP No. 65557Y 105

1	NAMES OF REPORTING PERSONS CIBC Employee Private Equity Fund (Trimaran) Partners
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ¨        (b)  ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 758,911
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 758,911
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 758,911
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.4%*
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

* Based on 17,311,573 shares of Common Stock outstanding as of November 6, 2014.

CUSIP No. 65557Y 105

1	NAMES OF REPORTING PERSONS BTO Trimaran, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ¨        (b)  ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 827,949
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 827,949
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 827,949
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.8%*
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

* Based on 17,311,573 shares of Common Stock outstanding as of November 6, 2014.

CUSIP No. 65557Y 105

1	NAMES OF REPORTING PERSONS Trimaran Capital, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ¨        (b)  ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 75,253
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 75,253
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 75,253
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.4%*
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO (Limited Liability Company)

* Based on 17,311,573 shares of Common Stock outstanding as of November 6, 2014.

CUSIP No. 65557Y 105

1	NAMES OF REPORTING PERSONS BTO Holdings Manager – NQ L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ¨        (b)  ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 827,949
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 827,949
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 827,949
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.8%*
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

* Based on 17,311,573 shares of Common Stock outstanding as of November 6, 2014.

CUSIP No. 65557Y 105

1	NAMES OF REPORTING PERSONS Blackstone Tactical Opportunities Associates – NQ L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ¨        (b)  ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 827,949
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 827,949
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 827,949
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.8%*
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

* Based on 17,311,573 shares of Common Stock outstanding as of November 6, 2014.

CUSIP No. 65557Y 105

1	NAMES OF REPORTING PERSONS BTOA – NQ L.L.C
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ¨        (b)  ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 827,949
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 827,949
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 827,949
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.8%*
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

* Based on 17,311,573 shares of Common Stock outstanding as of November 6, 2014.

CUSIP No. 65557Y 105

1	NAMES OF REPORTING PERSONS Blackstone Holdings II L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ¨        (b)  ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Quebec, Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 827,949
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 827,949
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 827,949
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.8%*
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

* Based on 17,311,573 shares of Common Stock outstanding as of November 6, 2014.

CUSIP No. 65557Y 105

1	NAMES OF REPORTING PERSONS Blackstone Holdings I/II GP Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ¨        (b)  ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 827,949
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 827,949
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 827,949
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.8%*
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

* Based on 17,311,573 shares of Common Stock outstanding as of November 6, 2014.

CUSIP No. 65557Y 105

1	NAMES OF REPORTING PERSONS The Blackstone Group L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ¨        (b)  ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 827,949
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 827,949
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 827,949
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.8%*
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

* Based on 17,311,573 shares of Common Stock outstanding as of November 6, 2014.

CUSIP No. 65557Y 105

1	NAMES OF REPORTING PERSONS Blackstone Group Management L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ¨        (b)  ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 827,949
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 827,949
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 827,949
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.8%*
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

* Based on 17,311,573 shares of Common Stock outstanding as of November 6, 2014.

CUSIP No. 65557Y 105

1	NAMES OF REPORTING PERSONS Stephen A. Schwarzman
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ¨        (b)  ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 827,949
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 827,949
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 827,949
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.8%*
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

* Based on 17,311,573 shares of Common Stock outstanding as of November 6, 2014.

CUSIP No. 65557Y 105

ITEM 1(a) -	NAME OF ISSUER:
	Norcraft Companies, Inc.
ITEM 1(b) -	ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
	3020 Denmark Avenue, Suite 100 Eagan, Minnesota 55121
ITEM 2(a) -	NAME OF PERSON FILING:
	This statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”): Trimaran Fund II, L.L.C. (“Trimaran Fund”). Trimaran Capital, L.L.C. (“Trimaran Capital”). Trimaran Parallel Fund II, L.P. (“Trimaran Parallel”). CIBC Employee Private Equity Fund (Trimaran) Partners (“CIBC EPEF”). BTO Trimaran, L.P. (“BTO Trimaran”). BTO Holdings Manager – NQ L.L.C. Blackstone Tactical Opportunities Associates – NQ L.L.C. BTOA – NQ L.L.C. Blackstone Holdings II L.P. Blackstone Holdings I/II GP Inc. The Blackstone Group L.P. Blackstone Group Management L.L.C. Stephen A. Schwarzman Jay R. Bloom and Dean C. Kehler are the managing members of Trimaran Investments II, L.L.C., a Delaware limited liability company (“Trimaran II”), which is the party with sole power to dispose of the shares of Common Stock held by the Reporting Persons. Messrs. Bloom and Kehler are also the managing members of Trimaran Fund Management, L.L.C., a Delaware limited liability company (“TFM”), which is the party with sole power to vote the shares of Common Stock held by the Reporting Persons. As a result, Messrs. Bloom and Kehler may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by the Reporting Persons. Each of Messrs. Bloom and Kehler, Trimaran II and TFM disclaims beneficial ownership of the shares of Common Stock held by the Reporting Persons except to the extent of his or its pecuniary interest therein. BTO Holdings Manager – NQ L.L.C. is the general partner of BTO Trimaran. Blackstone Tactical Opportunities Associates – NQ L.L.C. is the managing member of BTO Holdings Manager – NQ L.L.C. BTOA – NQ L.L.C. is the sole member of Blackstone Tactical Opportunities Associates – NQ L.L.C. Blackstone Holdings II L.P. is the managing member of BTOA – NQ L.L.C. Blackstone Holdings I/II GP Inc. is the general partner of Blackstone Holdings II L.P. The Blackstone Group L.P. is the controlling shareholder of Blackstone Holdings I/II GP Inc. Blackstone Group Management L.L.C. is the general partner of The Blackstone Group L.P. Blackstone Group Management L.L.C. is wholly-owned by Blackstone’s senior managing directors and controlled by its founder, Stephen A. Schwarzman. Each of the Blackstone Reporting Persons (as defined below) may be deemed to beneficially own the Common Stock beneficially owned by BTO Trimaran, but neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that any Blackstone Reporting Person is the beneficial owner of Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, (the “Act”) or for any other purpose and each of the Reporting Persons expressly disclaims beneficial ownership of such shares of Common Stock. The filing of this statement should not be construed to be an admission that any member of the Reporting Persons are members of a “group” for the purposes of Sections 13(d) and 13(g) of the Act. The Reporting Persons have entered into a Joint Filing Agreement, dated February 17, 2015, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.
ITEM 2(b) -	ADDRESS OF PRINCIPAL BUSINESS OFFICE: The principal business address of each of the Reporting Persons (other than the Blackstone Reporting Persons) is
	c/o Trimaran Capital Partners 1325 Avenue of the Americas, 25th Floor New York, New York 10019 The principal business address of each of BTO Holdings Manager – NQ L.L.C., Blackstone Tactical Opportunities Associates – NQ L.L.C., BTOA – NQ L.L.C., Blackstone Holdings II L.P., Blackstone Holdings I/II GP Inc., The Blackstone Group L.P., Blackstone Group Management L.L.C. and Stephen A. Schwarzman (collectively, the “Blackstone Reporting Persons”) is: c/o The Blackstone Group L.P. 345 Park Avenue New York, NY 10154

CUSIP No. 65557Y 105

ITEM 2(c) -	CITIZENSHIP:
	Trimaran Fund is a Delaware limited liability company. Trimaran Capital is a Delaware limited liability company. Trimaran Parallel is a Delaware limited partnership. CIBC EPEF is a New York general partnership. BTO Trimaran is a Delaware limited partnership. BTO Holdings Manager – NQ L.L.C. is a Delaware limited liability company. Blackstone Tactical Opportunities Associates – NQ L.L.C. is a Delaware limited liability company. BTOA – NQ L.L.C. is a Delaware limited liability company. Blackstone Holdings II L.P. is a limited partnership formed in Quebec, Canada. Blackstone Holdings I/II GP Inc. is a Delaware corporation. The Blackstone Group L.P. is a Delaware limited partnership. Blackstone Group Management L.L.C. is a Delaware limited liability company. Stephen A. Schwarzman is a citizen of the United States.
ITEM 2(d) -	TITLE OF CLASS OF SECURITIES:
	Common Stock, $0.01 par value
ITEM 2(e) -	CUSIP NUMBER:
	65557Y 105
ITEM 3 -	IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR 13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
	(a)	¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
	(b)	¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 73c).
	(c)	¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	¨ Investment company registered under section 8 of the Investment Company Act of 1940(15 U.S.C.80a-8).
	(e)	¨ An investment adviser in accordance with §13d-1(b)(1)(ii)(E).
	(f)	¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
	(g)	¨ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
	(h)	¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
	(i)	¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
	(j)	¨ Group, in accordance with §240.13d-1(b)(1)(ii)(J).
	¨  If this statement is filed pursuant to §240.13d-1(c), check this box.
ITEM 4 -	OWNERSHIP:
	The information set forth in Rows 5 through 9 and 11 of each of the cover pages of this Schedule 13G is incorporated herein by reference.
ITEM 5 -	OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  ¨.

CUSIP No. 65557Y 105

ITEM 6 -	OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
	Not Applicable.
ITEM 7 -	IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT COMPANY:
	Not Applicable.
ITEM 8 -	IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
	The Reporting Persons may be deemed to beneficially own in the aggregate 3,318,313 shares of Common Stock, representing 19.2% of the total 17,311,573 shares of Common Stock outstanding as of November 6, 2014.
ITEM 9 -	NOTICE OF DISSOLUTION OF GROUP:
	Not Applicable.
ITEM 10 -	CERTIFICATION:
	Not Applicable.

CUSIP No. 65557Y 105

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 17, 2015

TRIMARAN FUND II, L.L.C.
By:	/s/ Dean C. Kehler
	Name: Dean C. Kehler Title: Managing Member
TRIMARAN CAPITAL, L.L.C.
By:	/s/ Dean C. Kehler
	Name: Dean C. Kehler Title: Managing Member
TRIMARAN PARALLEL FUND II, L.P.
By:	/s/ Dean C. Kehler
	Name: Dean C. Kehler Title: Managing Partner
CIBC EMPLOYEE PRIVATE EQUITY FUND (TRIMARAN) PARTNERS
By:	/s/ Michael Capatides
	Name: Michael Capatides Title: Authorized Signatory
BTO TRIMARAN, L.P.
By:	/s/ Christopher J. James
	Name: Christopher J. James Title: Authorized Signatory

CUSIP No. 65557Y 105

BTO HOLDINGS MANAGER – NQ L.L.C.
By: Blackstone Tactical Opportunities Associates – NQ L.L.C., its managing member
By: BTOA – NQ L.L.C, its manager
By: Blackstone Holdings II L.P., its managing member
By: Blackstone Holdings I/II GP Inc., its general partner
By:	/s/ John G. Finley
Name: John G. Finley
Title: Chief Legal Officer
BLACKSTONE TACTICAL OPPORTUNITIES ASSOCIATES – NQ L.L.C.
By: BTOA – NQ L.L.C, its manager
By: Blackstone Holdings II L.P., its managing member
By: Blackstone Holdings I/II GP Inc., its general partner
By:	/s/ John G. Finley
Name: John G. Finley
Title: Chief Legal Officer
BTOA – NQ L.L.C.
By: Blackstone Holdings II L.P., its managing member
By: Blackstone Holdings I/II GP Inc., its general partner
By:	/s/ John G. Finley
Name: John G. Finley
Title: Chief Legal Officer
BLACKSTONE HOLDINGS II L.P.
By: Blackstone Holdings I/II GP Inc., its general partner
By:	/s/ John G. Finley
Name: John G. Finley
Title: Chief Legal Officer
BLACKSTONE HOLDINGS I/II GP INC.
By:	/s/ John G. Finley
Name: John G. Finley
Title: Chief Legal Officer

CUSIP No. 65557Y 105

THE BLACKSTONE GROUP L.P.
By: Blackstone Group Management L.L.C., its general partner
By:	/s/ John G. Finley
Name: John G. Finley
Title: Chief Legal Officer
BLACKSTONE GROUP MANAGEMENT L.L.C.
By:	/s/ John G. Finley
Name: John G. Finley
Title: Chief Legal Officer
STEPHEN A. SCHWARZMAN
By:	/s/ Stephen A. Schwarzman
Name: Stephen A. Schwarzman

Exhibit A

Joint Filing Agreement

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock of Norcraft Companies, Inc., and further agree to the filing of this agreement as an exhibit thereto. In addition, each party to this agreement expressly authorizes each other party to this agreement to file on its behalf any and all amendments to such statement on Schedule 13G.

Dated: February 17, 2015

TRIMARAN FUND II, L.L.C.
By:	/s/ Dean C. Kehler
	Name: Dean C. Kehler Title: Managing Member
TRIMARAN CAPITAL, L.L.C.
By:	/s/ Dean C. Kehler
	Name: Dean C. Kehler Title: Managing Member
TRIMARAN PARALLEL FUND II, L.P.
By:	/s/ Dean C. Kehler
	Name: Dean C. Kehler Title: Managing Partner
CIBC EMPLOYEE PRIVATE EQUITY FUND (TRIMARAN) PARTNERS
By:	/s/ Michael Capatides
	Name: Michael Capatides Title: Authorized Signatory
BTO TRIMARAN, L.P.
By:	/s/ Christopher J. James
	Name: Christopher J. James Title: Authorized Signatory

BTO HOLDINGS MANAGER – NQ L.L.C.
By: Blackstone Tactical Opportunities Associates – NQ L.L.C., its managing member
By: BTOA – NQ L.L.C, its manager
By: Blackstone Holdings II L.P., its managing member
By: Blackstone Holdings I/II GP Inc., its general partner
By:	/s/ John G. Finley
Name: John G. Finley
Title: Chief Legal Officer
BLACKSTONE TACTICAL OPPORTUNITIES ASSOCIATES – NQ L.L.C.
By: BTOA – NQ L.L.C, its manager
By: Blackstone Holdings II L.P., its managing member
By: Blackstone Holdings I/II GP Inc., its general partner
By:	/s/ John G. Finley
Name: John G. Finley
Title: Chief Legal Officer
BTOA – NQ L.L.C.
By: Blackstone Holdings II L.P., its managing member
By: Blackstone Holdings I/II GP Inc., its general partner
By:	/s/ John G. Finley
Name: John G. Finley
Title: Chief Legal Officer
BLACKSTONE HOLDINGS II L.P.
By: Blackstone Holdings I/II GP Inc., its general partner
By:	/s/ John G. Finley
Name: John G. Finley
Title: Chief Legal Officer
BLACKSTONE HOLDINGS I/II GP INC.
By:	/s/ John G. Finley
Name: John G. Finley
Title: Chief Legal Officer

THE BLACKSTONE GROUP L.P.
By: Blackstone Group Management L.L.C., its general partner
By:	/s/ John G. Finley
Name: John G. Finley
Title: Chief Legal Officer
BLACKSTONE GROUP MANAGEMENT L.L.C.
By:	/s/ John G. Finley
Name: John G. Finley
Title: Chief Legal Officer
STEPHEN A. SCHWARZMAN
By:	/s/ Stephen A. Schwarzman
Name: Stephen A. Schwarzman