Sec Form 3 Filing - GOLDMAN SACHS GROUP INC @ MasterBrand, Inc. - 2023-01-20

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person GOLDMAN SACHS GROUP INC 2. Issuer Name and Ticker or Trading Symbol MasterBrand, Inc. [ MBC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 200 WEST STREET 3. Date of Earliest Transaction (MM/DD/YY) 01/20/2023 (Street) NEW YORK, NY10282 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 14,543,349 I See Footnotes( 1 )( 2 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Equity Swap( 3 ) ( 3 ) ( 3 ) ( 3 ) Common Stock 54,038 I See Footnote( 1 )( 2 ) Equity Swap( 4 ) ( 4 ) ( 4 ) ( 4 ) Common Stock 18,015 I See Footnote( 1 )( 2 ) Equity Swap( 5 ) ( 5 ) ( 5 ) ( 5 ) Common Stock 25,069 I See Footnote( 1 )( 2 ) Equity Swap( 6 ) ( 6 ) ( 6 ) ( 6 ) Common Stock 17,853 I See Footnote( 1 )( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GOLDMAN SACHS GROUP INC 200 WEST STREET NEW YORK, NY10282 X GOLDMAN SACHS & CO. LLC 200 WEST STREET NEW YORK, NY10282 X Signatures /s/ Jamison Yardley, Attorney-in-fact 01/25/2023 Signature of Reporting Person Date /s/ Jamison Yardley, Attorney-in-fact 01/25/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group") and Goldman Sachs & Co. LLC ("Goldman Sachs" and together with GS Group, the "Reporting Persons"). Goldman Sachs is a subsidiary of GS Group. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. On January 20, 2023, the Reporting Persons experienced an increase in their beneficial ownership of MasterBrand, Inc. (the "Issuer") to above 10% of the outstanding Common Stock due to a securities borrow transaction. On January 24, 2023, the Reporting Persons experienced a decrease in their beneficial ownership that reduced their beneficial ownership to below 10% due to a reduction in securities borrows. ( 2 )The Common Stock and equity swaps of the Issuer reported herein as indirectly beneficially owned are directly beneficially owned by Goldman Sachs and indirectly beneficially owned by GS Group. ( 3 )Goldman Sachs is a party to an equity swap agreement which, upon the termination of the agreement on January 18, 2033, Goldman Sachs will pay to the counterparty any decrease in the price of the Common Stock below $8.371732 per share and the counterparty will pay to Goldman Sachs any increase in the price of the Common Stock above $8.371732 per share, in each case, based on a notional amount of 54,038 shares of Common Stock. ( 4 )Goldman Sachs is a party to an equity swap agreement which, upon the termination of the agreement on January 18, 2033, Goldman Sachs will pay to the counterparty any decrease in the price of the Common Stock below $8.371732 per share and the counterparty will pay to Goldman Sachs any increase in the price of the Common Stock above $8.371732 per share, in each case, based on a notional amount of 18,015 shares of Common Stock. ( 5 )Goldman Sachs is a party to an equity swap agreement which, upon the termination of the agreement on January 18, 2033, Goldman Sachs will pay to the counterparty any decrease in the price of the Common Stock below $8.266921 per share and the counterparty will pay to Goldman Sachs any increase in the price of the Common Stock above $8.266921 per share, in each case, based on a notional amount of 25,069 shares of Common Stock. ( 6 )Goldman Sachs is a party to an equity swap agreement which, upon the termination of the agreement on January 24, 2033, Goldman Sachs will pay to the counterparty any decrease in the price of the Common Stock below $8.553046 per share and the counterparty will pay to Goldman Sachs any increase in the price of the Common Stock above $8.553046 per share, in each case, based on a notional amount of 17,853 shares of Common Stock.

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).

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