Sec Form 4 Filing - ONEX CORP @ JELD-WEN Holding, Inc. - 2021-08-18

FORM 4 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 ONEX CORP 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) (Last) (First) (Middle) C/O ONEX CORPORATION 161 BAY STREET, 3. Date of Earliest Transaction (MM/DD/YY) 08/18/2021 (Street) TORONTO, A6M5J2S1 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 08/18/2021 S( 1 ) 9,188,824 D $ 28.5 0 ( 5 ) D ( 2 ) ( 3 ) ( 4 ) Common Stock 08/18/2021 S( 1 ) 1,242,051 D $ 28.5 0 ( 6 ) D ( 2 ) ( 3 ) ( 4 ) Common Stock 08/18/2021 S( 1 ) 243,073 D $ 28.5 0 ( 7 ) D ( 2 ) ( 3 ) ( 4 ) Common Stock 08/18/2021 S( 1 ) 123,136 D $ 28.5 0 ( 8 ) D ( 2 ) ( 3 ) ( 4 ) Common Stock 08/18/2021 S( 1 ) 117,172 D $ 28.5 0 ( 9 ) D ( 2 ) ( 3 ) ( 4 ) Common Stock 08/18/2021 S( 1 ) 3,433,614 D $ 28.5 0 ( 10 ) D ( 2 ) ( 3 ) ( 4 ) Common Stock 08/18/2021 S( 1 ) 152,030 D $ 28.5 0 ( 11 ) D ( 2 ) ( 3 ) ( 4 ) Common Stock 08/18/2021 S( 1 ) 29,584 D $ 28.5 0 ( 12 ) D ( 2 ) ( 3 ) ( 4 ) Common Stock 08/18/2021 S( 1 ) 353,610 D $ 28.5 0 ( 13 ) D ( 2 ) ( 3 ) ( 4 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ONEX CORP C/O ONEX CORPORATION 161 BAY STREET TORONTO, A6M5J2S1 X Onex Partners III GP LP C/O ONEX INVESTMENT CORP. 712 FIFTH AVENUE, 40TH FLOOR NEW YORK, NY10019 X ONEX PARTNERS III LP C/O ONEX PARTNERS MANAGER LP 712 FIFTH AVENUE, 40TH FLOOR NEW YORK, NY10019 X Onex US Principals LP 421 LEADER STREET MARION, OH43302 X ONEX PARTNERS III PV LP C/O ONEX PARTNERS MANAGER LP 712 FIFTH AVENUE, 40TH FLOOR NEW YORK, NY10019 X ONEX BP CO-INVEST LP 712 FIFTH AVENUE, 40TH FLOOR NEW YORK, NY10019 X Onex Partners III Select LP 712 FIFTH AVENUE 40TH FLOOR NEW YORK, NY10019 X BP EI LLC 165 WEST CENTER ST. SUITE 401 MARION, OH43302 X New PCo II Investments, Ltd. C/O ONEX CORPORATION 161 BAY STREET TORONTO, A6M5J 2S1 X SCHWARTZ GERALD W X Signatures Onex Corporation, By: /s/ Andrea E. Daly, Name: Andrea E. Daly, Title: Managing Director, General Counsel and Secretary 08/18/2021 Signature of Reporting Person Date Onex Partners III GP LP, By: Onex Partners GP Inc., its General Partner, By: /s/ Matthew Ross, Name: Matthew Ross, Title: Vice President 08/18/2021 Signature of Reporting Person Date 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/ Matthew Ross, Name: Matthew Ross, Title: Managing Director 08/18/2021 Signature of Reporting Person Date Onex US Principals LP, By: Onex American Holdings GP LLC, its General Partner, By: /s/ Matthew Ross, Name: Matthew Ross, Title: Director 08/18/2021 Signature of Reporting Person Date 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/ Matthew Ross, Name: Matthew Ros s, Title: Managing Director 08/18/2021 Signature of Reporting Person Date 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/ Matthew Ross, Name: Matthew Ross, Title: Managing Director 08/18/2021 Signature of Reporting Person Date Onex Partners III Select 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/ Matthew Ross, Name: Matthew Ross, Title: Managing Director 08/18/2021 Signature of Reporting Person Date BP EI LLC, By: /s/ Matthew Ross, Name: Matthew Ross, Title: Director 08/18/2021 Signature of Reporting Person Date New PCo II Investments Ltd., By: /s/ Michelle Iskander, Name: Michelle Iskander, Title: Secretary 08/18/2021 Signature of Reporting Person Date By: /s/ Andrea E. Daly, attorney-in-fact for Gerald W. Schwartz *Power of Attorney incorporated by reference to the Schedule 13G/A with respect to Fly Leasing Limited filed by Gerald W. Schwartz (and the other signatories thereto) on April 3, 2017. 08/18/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares were sold pursuant to an underwriting agreement, dated August 16, 2021, in a transaction that was completed on August 18, 2021. ( 2 )Onex Corporation, a corporation whose subordinated voting shares are traded on the Toronto Stock Exchange, and/or Mr. Gerald W. Schwartz, may be deemed to beneficially own the common stock held by (a) Onex Partners III LP, through Onex Corporation's indirect ownership or control 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 indirect ownership or control 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., ( 3 )(Continued from Footnote 2) the general partner of Onex Partners III GP LP, (d) Onex US Principals LP, through Onex Corporation's indirect ownership or control of Onex American Holdings GP LLC, the general partner of Onex US Principals LP, (e) Onex Partners III PV LP, through Onex Corporation's indirect ownership or control 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) BP EI LLC, through Onex Corporation's ownership of all of the equity of Onex Private Equity Holdings LLC, which owns all of the equity of BP EI LLC, and (g) Onex Partners III Select LP, through Onex Corporation's indirect ownership or control of Onex Partners Manager GP ULC, ( 4 )(Continued from Footnote 3) the general partner of Onex Partners Manager LP, the agent of Onex Partners III GP LP, the general partner of Onex Partners III Select LP. Mr. Gerald W. Schwartz may be deemed to beneficially own the common stock held by 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. Mr. Gerald W. Schwartz, the Chairman 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. ( 5 )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. ( 6 )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. ( 7 )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. ( 8 )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. ( 9 )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. ( 10 )Represents shares directly owned by Onex Corporation. All of the shares owned by Onex Corporation are reported as beneficially owned by each of 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. ( 11 )Represents shares directly owned by BP EI LLC. 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. ( 12 )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. ( 13 )Represents shares directly owned by New PCo II Investments Ltd. 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.

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).

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