JELD-WEN Holding (JELD) Form 3/A JELD-WEN Holding / GERALD W SCHWARTZ ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person^*

ONEX CORP

(Last) (First) (Middle)

161 BAY STREET

SUITE 4900

(Street)

TORONTO A6 M5J 2S1

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/27/2017

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

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)
01/27/2017

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	5,070,220(1)	D(2)(3)(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	05/31/2016	(6)	Common Stock	39,634,015(5)(8)	(7)	D
Series A Preferred Stock	05/31/2016	(6)	Common Stock	5,357,600(5)(9)	(7)	D
Series A Preferred Stock	05/31/2016	(6)	Common Stock	1,056,438(5)(10)	(7)	D
Series A Preferred Stock	05/31/2016	(6)	Common Stock	530,921(5)(11)	(7)	D
Series A Preferred Stock	05/31/2016	(6)	Common Stock	505,398(5)(12)	(7)	D
Series A Preferred Stock	05/31/2016	(6)	Common Stock	14,803,140(5)(13)	(7)	D
Series A Preferred Stock	05/31/2016	(6)	Common Stock	655,441(5)(14)	(7)	D
Series A Preferred Stock	05/31/2016	(6)	Common Stock	127,605(5)(15)	(7)	D
Series A Preferred Stock	05/31/2016	(6)	Common Stock	1,524,464(5)(16)	(7)	D

1. Name and Address of Reporting Person^*

ONEX CORP

(Last) (First) (Middle)

161 BAY STREET

SUITE 4900

(Street)

TORONTO A6 M5J 2S1

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SCHWARTZ GERALD W

(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 PARTNERS III LP

(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 BP CO-INVEST LP

(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 Partners III GP LP

(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 US Principals LP

(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^*

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 PARTNERS III PV LP

(Last) (First) (Middle)

C/O ONEX CORPORATION 161 BAY STREET

(Street)

TORONTO A6 M5J 2S1

(City) (State) (Zip)

Explanation of Responses:

1. Comprised of: (i) 3,130,356 shares of common stock held directly by Onex Partners III LP; (ii) 422,847 shares of common stock held directly by Onex BP Co-Invest LP; (iii) 74,813 shares of common stock held directly by Onex Partners III GP LP; (iv) 42,149 shares of common stock held directly by Onex US Principals LP; (v) 39,917 shares of common stock held directly by Onex Partners III PV LP; (vi) 1,176,740 shares of common stock held directly by OAH Wind LLC; (vii) 52,102 shares of common stock held directly by BP EI II LLC; (viii) 10,078 shares of common stock held directly by Onex Partners III Select LP; and (ix) 121,218 shares of common stock held directly by Onex Advisor Subco III LLC.

2. Onex Corporation, and Mr. Gerald W. Schwartz, may be deemed to beneficially own the common stock held by (a) Onex Partners III LP, through Onex Corporation's ownership of all of the common stock of Onex Partners Manager GP ULC, the general partner of Onex Partners Manager LP, the agent of Onex Partners III GP LP, the general partner of Onex Partners III LP, (b) Onex BP Co-Invest LP, through Onex Corporation's ownership of all of the equity of Onex Partners Manager GP ULC, the general partner of Onex Partners Manager LP, the agent of Onex Partners III GP LP, the general partner of Onex BP Co-Invest LP, (c) Onex Partners III GP LP, through Onex Corporation's ownership of all of the equity of Onex Partners GP Inc., the general partner of Onex Partners III GP LP, (d) Onex US Principals LP, through Onex Corporation's ownership of all of the common stock of Onex American Holdings GP LLC, the general partner of Onex US Principals LP,

3. (continued from footnote 2) (e) Onex Partners III PV LP, through Onex Corporation's ownership of all of the equity of Onex Partners Manager GP ULC, the general partner of Onex Partners Manager LP, the agent of Onex Partners III GP LP, the general partner of Onex Partners III PV LP, (f) 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, (g) 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, and (h) Onex Partners III Select LP, through Onex Corporation's ownership of all of the equity of Onex Partners Manager GP ULC, the general partner of Onex Partners Manager LP, the agent of Onex Partners III GP LP,

4. (continued from footnote 3) the general partner of Onex Partners III Select LP. Mr. Gerald W. Schwartz, may be deemed to beneficially own the common stock held by Onex Advisor Subco III LLC, through Mr. Schwartz's 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. Mr. Gerald W. Schwartz, the Chairman, President and Chief Executive Officer of Onex Corporation, 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.

5. In each case, 78.5%, 5.0% and 16.5% of the reported shares of common stock represent shares issuable upon conversion of the Series A-1 Preferred Stock, Series A-2 Preferred Stock and Series A-3 Preferred Stock, respectively.

6. No expiration date.

7. Each share of Series A-1, Series A-2 and Series A-3 of the Series A Preferred Stock is convertible into 1.567086, 1.416214 and 1.140649 shares of common stock, respectively, at any time, at the option of the holder. The Series A Preferred Stock has no expiration date, immediately prior to the consummation of the initial public offering.

8. Represents shares directly owned by Onex Partners III LP. All of the shares owned by Onex Partners III LP are reported as beneficially owned by each of Onex Partners III LP, Onex Corporation, Onex Partners III GP LP and Gerald W. Schwartz, notwithstanding the fact that each of Onex Corporation, Onex Partners III GP LP and Mr. Schwartz has a pecuniary interest in less than 100% of such shares. Each of Onex Corporation, Onex Partners III GP LP 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. Represents shares directly owned by Onex BP Co-Invest LP. All of the shares owned by Onex BP Co-Invest LP are reported as beneficially owned by each of Onex BP Co-Invest LP, Onex Corporation, Onex Partners III GP LP and Gerald W. Schwartz, notwithstanding the fact that each of Onex Corporation, Onex Partners III GP LP and Mr. Schwartz has a pecuniary interest in less than 100% of such shares. Each of Onex Corporation, Onex Partners III GP LP 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.

10. Represents shares directly owned by Onex Partners III GP LP. All of the shares owned by Onex Partners III GP LP are reported as beneficially owned by each of Onex Partners III GP LP, 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.

11. Represents shares directly owned by Onex US Principals LP. All of the shares owned by Onex US Principals LP are reported as beneficially owned by each of Onex US Principals LP, 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.

12. Represents shares directly owned by Onex Partners III PV LP. All of the shares owned by Onex Partners III PV LP are reported as beneficially owned by each of Onex Partners III PV LP, Onex Corporation, Onex Partners III GP LP and Gerald W. Schwartz, notwithstanding the fact that each of Onex Corporation, Onex Partners III GP LP and Mr. Schwartz has a pecuniary interest in less than 100% of such shares. Each of Onex Corporation, Onex Partners III GP LP 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.

13. Represents shares directly owned by OAH Wind LLC. All of the shares owned by OAH Wind LLC are reported as beneficially owned by each of OAH Wind 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 shares directly owned by BP EI II LLC. All of the shares owned by BP EI II LLC are reported as beneficially owned by each of BP EI II 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.

15. Represents shares directly owned by Onex Partners III Select LP. All of the shares owned by Onex Partners III Select LP are reported as beneficially owned by each of Onex Partners III Select LP, Onex Corporation, Onex Partners III GP LP and Gerald W. Schwartz, notwithstanding the fact that each of Onex Corporation, Onex Partners III GP LP and Mr. Schwartz has a pecuniary interest in less than 100% of such shares. Each of Onex Corporation, Onex Partners III GP LP 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.

16. Represents shares directly owned by Onex Advisor Subco III LLC. All of the shares owned by Onex Advisor Subco III LLC are reported as beneficially owned by Gerald W. Schwartz.

Remarks:

Reporting Persons are filing this amendment to Form 3, which was initially filed on January 27, 2017, and amended on February 3, 2017 (the original Form 3 and the February 3 amendment are referred to herein as the "Form 3"), in order to add Onex Partners III Select LP as an Additional Reporting Person. The Reporting Persons jointly filed the Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. This amendment does not change any of the information disclosed on the Form 3, which includes the direct and indirect holdings of Onex Partners III Select LP, which was not included as a Reporting Person on the Form 3 since its access codes to the Securities and Exchange Commission's EDGAR system ('EDGAR") were not available at the time of filing. Because no more than 10 reporting persons can file any one Form 3 through EDGAR, in order to add Onex Partners III Select LP as an additional Reporting Person, the Reporting Persons are filing two amendments to the Form 3 containing identical disclosure, but naming different Reporting Persons. *Power of Attorney incorporated by reference to the Amendment to Form 4 to Dura Automotive Systems, Inc. filed with the Securities and Exchange Commission by Gerald W. Schwartz on September 10, 1996* Form 1 of 2

	Onex Corporation, By: /s/ Andrea E. Daly, Managing Director, General Counsel and Secretary, By: /s/ Christopher A. Govan, Chief Financial Officer	02/13/2017
	By: /s/ Donald Lewtas, Donald Lewtas, attorney-in-fact for Gerald W. Schwartz	02/13/2017
	Onex Partners III LP, By: Onex Partners III GP LP, its General Partner, By: Onex Partners Manager LP, its Agent, By: Onex Partners Manager GP ULC, its General Partner, By: /s/ Joshua Hausman, Managing Director, By: /s/ Matthew Ross, Managing Director	02/13/2017
	Onex BP Co-Invest LP, By: Onex Partners III GP LP, its General Partner, By: Onex Partners Manager LP, its Agent, By: Onex Partners Manager GP ULC, its General Partner, By: /s/ Joshua Hausman, Managing Director, By: /s/ Matthew Ross, Managing Director	02/13/2017
	Onex Partners III GP LP, By: Onex Partners GP Inc., its General Partner, By: /s/ Joshua Hausman, Vice President, By: /s/ Matthew Ross, Vice President	02/13/2017
	Onex US Principals LP, By: Onex American Holdings GP LLC, its General Partner, By: /s/ Joshua Hausman, Director	02/13/2017
	OAH Wind LLC, By: /s/ Joshua Hausman, Director	02/13/2017
	BP EI II LLC, By: /s/ Joshua Hausman, Director	02/13/2017
	Onex Advisor Subco III LLC, By: /s/ Joel Greenberg, Director, By: /s/ Marci Settle, Director	02/13/2017
	Onex Partners III PV LP, By: Onex Partners III GP LP, its General Partner, By: Onex Partners Manager LP, its Agent, By: Onex Partners Manager GP ULC, its General Partner, By: /s/ Joshua Hausman, Managing Director, By: /s/ Matthew Ross, Managing Director	02/13/2017
	** Signature of Reporting Person	Date
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