New PCo II Investments Form 4/A JELD-WEN Holding / GERALD W SCHWARTZ ownership change

SEC Form 4

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^*

ONEX CORP

(Last) (First) (Middle)

C/O ONEX CORPORATION 161 BAY STREET

(Street)

TORONTO A6 M5J 2S1

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
JELD-WEN Holding, Inc. [ JELD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/14/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)
11/16/2017

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	11/14/2017		S		10,865,042(4)	D	$32.7375	10,865,042(5)(6)	D(1)(2)(3)
Common Stock	11/14/2017		S		481,073(7)	D	$32.7375	481,073(8)(9)	D(1)(2)(3)
Common Stock	11/14/2017		S		1,118,932(10)	D	$32.7375	1,118,932(11)	D(1)(2)(3)
Common Stock	11/16/2017		S		7,586,315(12)	D	$32.7375	3,278,727(13)	D(1)(2)(3)
Common Stock	11/16/2017		S		781,274(14)	D	$32.7375	337,658(15)	D(1)(2)(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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^*

ONEX CORP

(Last) (First) (Middle)

C/O ONEX CORPORATION 161 BAY STREET

(Street)

TORONTO A6 M5J 2S1

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SCHWARTZ GERALD W

(Last) (First) (Middle)

161 BAY STREET

49TH FLOOR

(Street)

TORONTO A6 M5J 2S1

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

OAH Wind LLC

(Last) (First) (Middle)

C/O ONEX CORPORATION 161 BAY STREET

(Street)

TORONTO A6 M5J 2S1

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BP EI II LLC

(Last) (First) (Middle)

C/O ONEX CORPORATION 161 BAY STREET

(Street)

TORONTO A6 M5J 2S1

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Onex Advisor Subco III LLC

(Last) (First) (Middle)

C/O ONEX CORPORATION 161 BAY STREET

(Street)

TORONTO A6 M5J 2S1

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Onex American Holdings Subco LLC

(Last) (First) (Middle)

C/O ONEX CORPORATION 161 BAY STREET

(Street)

TORONTO Z4 M5J 2S1

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Onex Advisor Subco LLC

(Last) (First) (Middle)

C/O ONEX CORPORATION 161 BAY STREET

(Street)

TORONTO Z4 M5J 2S1

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

New PCo II Investments, Ltd.

(Last) (First) (Middle)

C/O ONEX CORPORATION 161 BAY STREET

(Street)

TORONTO Z4 M5J 2S1

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BP EI LLC

(Last) (First) (Middle)

C/O ONEX CORPORATION 161 BAY STREET

(Street)

TORONTO Z4 M5J 2S1

(City) (State) (Zip)

Explanation of Responses:

1. Onex Corporation, and Mr. Gerald W. Schwartz, may be deemed to beneficially own the common stock held by (a) OAH Wind LLC, through Onex Corporation's ownership of all of the equity of Onex American Holdings II LLC, which owns all of the equity of Onex American Holdings Subco LLC, which owns all of the equity of OAH Wind LLC, (b) BP EI II LLC, through Onex Corporation's ownership of all of the equity of Onex American Holdings II LLC, which owns all of the equity of BP EI LLC, which owns all of the equity of BP EI II LLC, (c) Onex American Holdings Subco LLC, through Onex Corporation's ownership of all of the equity of Onex American Holdings II LLC, which owns all of the equity of Onex American Holdings Subco LLC and (d) BP EI LLC, through Onex Corporation's ownership of all of the equity of Onex American Holdings II LLC, which owns all of the equity of BP EI LLC. Mr. Gerald W. Schwartz may be deemed to beneficially own the common stock held by (a) Onex Advisor Subco III LLC, through

2. (Continued from Footnote 1) Mr. Schwartz's indirect ownership or control of 1597257 Ontario Inc., which owns all of the equity of New PCo II Investments Ltd., which owns all of the equity of Onex Advisor Subco LLC, which owns all of the equity of Onex Advisor Subco III LLC, (b) Onex Advisor Subco LLC, through Mr. Schwartz's indirect ownership or control of 1597257 Ontario Inc., which owns all of the equity of New PCo II Investments Ltd., which owns all of the equity of Onex Advisor Subco LLC and (c) New PCo II Investments Ltd., through Mr. Schwartz's indirect ownership or control of 1597257 Ontario Inc., which owns all of the equity of New PCo II Investments Ltd.

3. (Continued from Footnote 2) Mr. Gerald W. Schwartz, the Chairman, President and Chief Executive Officer of Onex Corporation, indirectly owns shares representing a majority of the voting rights of the shares of Onex Corporation and as such may be deemed to beneficially own all of the common stock beneficially owned by Onex Corporation. Mr. Schwartz disclaims such beneficial ownership, except to the extent of his pecuniary interest therein.

4. Represents 10,865,042 shares previously owned by OAH Wind LLC and transferred to Onex American Holdings Subco LLC as described in footnote (5) below.

5. Represents 10,865,042 shares directly owned by Onex American Holdings Subco LLC, which owns all of the equity of OAH Wind LLC (and which was already a beneficial owner of the shares previously held by OAH Wind LLC), transferred by OAH Wind LLC to Onex American Holdings Subco LLC pursuant to an internal reorganization that took place on November 14, 2017. All of the shares owned by Onex American Holdings Subco LLC are reported as beneficially owned by each of Onex American Holdings Subco LLC, Onex Corporation and Gerald W. Schwartz, notwithstanding the fact that Mr. Schwartz has a pecuniary interest in less than 100% of such shares. Mr. Schwartz disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

6. (Continued from Footnote 5) As of November 14, 2017, OAH Wind LLC no longer directly or beneficially owns shares of common stock of JELD-WEN Holding, Inc. and is no longer subject to Section 16.

7. Represents 481,073 shares previously owned by BP EI II LLC and transferred to BP EI LLC as described in footnote (8) below.

8. Represents 481,073 shares directly owned by BP EI LLC, which owns all of the equity of BP EI II LLC (and which was already a beneficial owner of the shares previously held by BP EI II LLC), transferred by BP EI II LLC to BP EI LLC pursuant to an internal reorganization that took place on November 14, 2017. All of the shares owned by BP EI LLC are reported as beneficially owned by each of BP EI LLC, Onex Corporation and Gerald W. Schwartz, notwithstanding the fact that each of Onex Corporation and Mr. Schwartz has a pecuniary interest in less than 100% of such shares. Each of Onex Corporation and Mr. Schwartz disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

9. (Continued from Footnote 8) As of November 14, 2017, BP EI II LLC no longer directly or beneficially owns shares of common stock of JELD-WEN Holding, Inc. and is no longer subject to Section 16.

10. Represents 1,118,932 shares previously owned by Onex Advisor Subco III LLC and transferred to Onex Advisor Subco LLC as described in footnote (11) below.

11. Represents 1,118,932 shares directly owned by Onex Advisor Subco LLC, which owns all of the equity of Onex Advisor Subco III LLC (and which was already a beneficial owner of the shares previously held by Onex Advisor Subco III LLC), transferred by Onex Advisor Subco III LLC to Onex Advisor Subco LLC pursuant to an internal reorganization that took place on November 14, 2017. All of the shares owned by Onex Advisor Subco LLC are reported as beneficially owned by each of Onex Advisor Subco LLC and Gerald W. Schwartz. As of November 14, 2017, Onex Advisor Subco III LLC no longer directly or beneficially owns shares of common stock of JELD-WEN Holding, Inc. and is no longer subject to Section 16.

12. Represents 7,586,315 shares previously owned by Onex American Holdings Subco LLC and transferred to Onex Corporation, the ultimate parent of Onex American Holdings Subco LLC (and which was already a beneficial owner of such shares by virtue of its indirect ownership of Onex American Holdings Subco LLC), pursuant to an internal reorganization that took place on November 16, 2017. All of the shares owned by Onex Corporation are reported as beneficially owned by Onex Corporation and Gerald W. Schwartz, notwithstanding the fact that Mr. Schwartz has a pecuniary interest in less than 100% of such shares. Mr. Schwartz disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

13. Represents 3,278,727 shares directly owned by Onex American Holdings Subco LLC after the completion of the internal reorganizations that took place on November 14, 2017 and November 16, 2017. All of the shares owned by Onex American Holdings Subco LLC are reported as beneficially owned by each of Onex American Holdings Subco LLC, Onex Corporation and Gerald W. Schwartz, notwithstanding the fact that Mr. Schwartz has a pecuniary interest in less than 100% of such shares. Mr. Schwartz disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

14. Represents 781,274 shares previously owned by Onex Advisor Subco LLC and transferred to New PCo II Investments, Ltd., which owns all of the equity of Onex Advisor Subco LLC (and which was already a beneficial owner of such shares by virtue of its direct ownership of Onex Advisor Subco LLC), pursuant to an internal reorganization that took place on November 16, 2017. All of the shares owned by New PCo II Investments, Ltd. are reported as beneficially owned by each of New PCo II Investments, Ltd. and Gerald W. Schwartz.

15. Represents 337,658 shares directly owned by Onex Advisor Subco LLC after the completion of the internal reorganizations that took place on November 14, 2017 and November 16, 2017. All of the shares owned by Onex Advisor Subco LLC are reported as beneficially owned by each of Onex Advisor Subco LLC, New PCo II Investments, Ltd. and Gerald W. Schwartz.

Remarks:

Reporting Persons are filing this amendment to Form 4, which was initially filed on November 16, 2017, in order to add BP EI LLC as an Additional Reporting Person since its access codes to the Securities and Exchange Commission's EDGAR system were not available at the time of filing. This amendment does not change any of the information disclosed on the Form 4, which includes the direct holdings of BP EI LLC.

	Onex Corporation, By: /s/Andrea E. Daly, Name: Andrea E. Daly, Title: Managing Director, General Counsel and Secretary	11/17/2017
	/s/Andrea E. Daly, Andrea E. Daly, attorney-in-fact for Gerald W. Schwartz	11/17/2017
	OAH Wind LLC, By: /s/Matthew Ross, Name: Matthew Ross, Title: Director	11/17/2017
	BP EI II LLC, By: /s/Matthew Ross, Name: Matthew Ross, Title: Director	11/17/2017
	Onex Advisor Subco III LLC, By: /s/Joel Greenberg, Name: Joel Greenberg, Title: Director	11/17/2017
	Onex American Holdings Subco LLC, By: /s/Matthew Ross, Name: Matthew Ross, Title: Director	11/17/2017
	Onex Advisor Subco LLC, By: /s/Joel Greenberg, Name: Joel Greenberg, Title: Director	11/17/2017
	New PCo II Investments, Ltd., By: /s/Michelle Iskander, Name: Michelle Iskander, Title: Secretary	11/17/2017
	BP EI LLC, By: /s/Matthew Ross, Name: Matthew Ross, Title: Director	11/17/2017
	** Signature of Reporting Person	Date
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