Randal Alan White Form 4 MASONITE INTERNATIONAL / Randal Alan White 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^*

White Randal Alan

(Last) (First) (Middle)

C/O MASONITE INTERNATIONAL CORPORATION

1242 EAST 5TH AVENUE

(Street)

TAMPA FL 33605

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MASONITE INTERNATIONAL CORP [ DOOR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2021

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

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

X	Form filed by One Reporting Person
	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 Shares	02/26/2021		M		1,460	A	$65	22,006	D
Common Shares	02/26/2021		D		865	D	$109.72	21,141	D
Common Shares	02/26/2021		F		235(1)	D	$109.72	20,906	D
Common Shares	02/26/2021		M		1,731	A	$57.52	22,637	D
Common Shares	02/26/2021		D		908	D	$109.72	21,729	D
Common Shares	02/26/2021		F		325(1)	D	$109.72	21,404	D
Common Shares	02/26/2021		M		667	A	$87.18	22,071	D
Common Shares	02/26/2021		D		530	D	$109.72	21,541	D
Common Shares	02/26/2021		F		54(1)	D	$109.72	21,487	D
Common Shares	03/02/2021		S		2,500	D	$114.25(2)	18,987	D

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
Stock Appreciation Right	$65	02/26/2021		M			1,460	(3)	02/27/2028	Common Shares	1,460	$0	0	D
Stock Appreciation Right	$57.52	02/26/2021		M			1,731	(4)	02/25/2029	Common Shares	1,731	$0	1,784	D
Stock Appreciation Right	$87.18	02/26/2021		M			667	(5)	02/25/2030	Common Shares	667	$0	1,355	D

Explanation of Responses:

1. 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.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $114.10 to $114.29, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

3. The Stock Appreciation Right will vest 33% on February 27, 2019, 33% on February 27, 2020 and 34% on February 27, 2021.

4. The Stock Appreciation Right will vest 33% on February 25, 2020, 33% on February 25, 2021 and 34% on February 25, 2022.

5. The Stock Appreciation Right will vest 33% on February 25, 2021, 33% on February 25, 2022 and 34% on February 25, 2023.

Remarks:

Senior Vice President, Global Operations and Supply Chain

	/s/ Robert E. Lewis, as attorney-in-fact	03/02/2021
	** Signature of Reporting Person	Date
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