| 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). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Norcraft Companies, Inc. [ NCFT ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 05/12/2015 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 05/12/2015 | U | 3,318,313(1) | D | $25.5 | 0 | I | See footnote(2) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. 1,165,495 shares held by Trimaran Fund II, L.L.C., 490,705 shares held by Trimaran Parallel Fund II, L.P., 75,253 shares held by Trimaran Capital, L.L.C., 758,911 shares held by CIBC Employee Private Equity Fund (Trimaran) Partners and 827,949 shares held by BTO Trimaran, L.P. (The shares held by BTO Trimaran, L.P. were transferred to BTO Trimaran, L.P. from CIBC Capital Corp.) |
| 2. Trimaran Investments II, L.L.C. ("Trimaran II") has sole power to dispose of the shares of Common Stock held by 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") and BTO Trimaran, L.P. ("BTO Trimaran," and together with Trimaran Fund, Trimaran Capital, Trimaran Parallel and CIBC EPEF, the "Trimaran Entities"). Trimaran Fund Management, L.L.C. ("TFM") has sole power to vote the shares of Common Stock held by the Trimaran Entities. Jay R. Bloom and Dean C. Kehler are the managing members of each of Trimaran II and TFM. By virtue of these relationships, Trimaran II, TFM and Messrs. Bloom and Kehler may be deemed to share voting and dispositive power with respect to all of the shares of Common Stock held by the Trimaran Entities. (Footnote 2 continued below.) |
| Remarks: |
| (Footnote 2 continued) Each of Trimaran II, TFM and Messrs. Bloom and Kehler disclaims beneficial ownership of the shares of Common Stock held by the Trimaran Entities except to the extent of its or his pecuniary interest therein. |
| /s/ Eric Tanquist, Attorney-in-Fact for Trimaran Investments II, L.L.C. | 05/12/2015 | |
| /s/ Eric Tanquist, Attorney-in-Fact for Trimaran Fund Management, L.L.C. | 05/12/2015 | |
| /s/ Eric Tanquist, Attorney-in-Fact for Trimaran Fund II, L.L.C. | 05/12/2015 | |
| /s/ Eric Tanquist, Attorney-in-Fact for Trimaran Capital, L.L.C. | 05/12/2015 | |
| /s/ Eric Tanquist, Attorney-in-Fact for Trimaran Parallel Fund II, L.P. | 05/12/2015 | |
| /s/ Eric Tanquist, Attorney-in-Fact for CIBC Employee Private Equity Fund (Trimaran) Partners | 05/12/2015 | |
| /s/ Leigh Ginter, Attorney-in-Fact for BTO Trimaran, L.P. | 05/12/2015 | |
| /s/ Eric Tanquist, Attorney-in-Fact for Dean C. Kehler | 05/12/2015 | |
| /s/ Eric Tanquist, Attorney-in-Fact for Jay R. Bloom | 05/12/2015 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
