Sec Form 3 Filing - Wanninger Kurt @ MasterBrand, Inc. - 2023-05-07

Insider filing report for Changes in Beneficial Ownership
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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
Wanninger Kurt
2. Issuer Name and Ticker or Trading Symbol
MasterBrand, Inc. [ MBC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP & Chief Operations Officer
(Last) (First) (Middle)
ONE MASTERBRAND CABINETS DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
05/07/2023
(Street)
JASPER, IN47546
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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, par value $0.01 per share 235,141 ( 1 ) 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 (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
Stock option (right to buy) $ 5.94 ( 2 ) 02/21/2029 Common Stock, par value $0.01 per share 14,791 D
Stock option (right to buy) $ 8.58 ( 2 ) 02/24/2030 Common Stock, par value $0.01 per share 23,962 D
Stock option (right to buy) $ 10.76 ( 3 ) 03/22/2031 Common Stock, par value $0.01 per share 24,706 D
Stock option (right to buy) $ 10.75 ( 4 ) 02/28/2032 Common Stock, par value $0.01 per share 25,717 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Wanninger Kurt
ONE MASTERBRAND CABINETS DRIVE
JASPER, IN47546
EVP & Chief Operations Officer
Signatures
Andrean R. Horton, attorney-in-fact for Kurt Wanninger 05/17/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes a total of 169,097 restricted stock units that have not yet vested and 40,348 shares, the receipt of which has been deferred under the issuer's deferred compensation plan.
( 2 )All of the options have vested.
( 3 )Two-thirds of the options have vested. The remaining one-third will vest in on February 28, 2024, subject to the reporting person's continued employment with the issuer.
( 4 )One-third of the options have vested. The remaining two-thirds will vest in in two equal annual installments beginning on February 28, 2024, subject to the reporting person's continued employment with the issuer.

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.
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