Sec Form 4/A Filing - ONEX CORP @ JELD-WEN Holding, Inc. - 2017-02-01

FORM 4/A 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) 161 BAY STREET, SUITE 4900 3. Date of Earliest Transaction (MM/DD/YY) 02/01/2017 (Street) TORONTO, A6M5J 2S1 4. If Amendment, Date Original Filed (MM/DD/YY) 02/03/2017 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (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 02/01/2017 C 39,634,015 A 42,764,371 ( 5 ) D ( 2 ) ( 3 ) ( 4 ) Common Stock 02/01/2017 C 5,357,600 A 5,780,447 ( 6 ) D ( 2 ) ( 3 ) ( 4 ) Common Stock 02/01/2017 C 1,056,438 A 1,131,251 ( 7 ) D ( 2 ) ( 3 ) ( 4 ) Common Stock 02/01/2017 C 530,921 A 573,070 ( 8 ) D ( 2 ) ( 3 ) ( 4 ) Common Stock 02/01/2017 C 505,398 A 545,315 ( 9 ) D ( 2 ) ( 3 ) ( 4 ) Common Stock 02/01/2017 C 14,803,140 A 15,979,880 ( 10 ) D ( 2 ) ( 3 ) ( 4 ) Common Stock 02/01/2017 C 655,441 A 707,543 ( 11 ) D ( 2 ) ( 3 ) ( 4 ) Common Stock 02/01/2017 C 127,605 A 137,683 ( 12 ) D ( 2 ) ( 3 ) ( 4 ) Common Stock 02/01/2017 C 1,524,464 A 1,645,682 ( 13 ) D ( 2 ) ( 3 ) ( 4 ) Common Stock 02/01/2017 S 6,477,273 ( 14 ) D $ 21.5625 62,787,969 ( 15 ) 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 161 BAY STREET SUITE 4900 TORONTO, A6M5J 2S1 X SCHWARTZ GERALD W C/O ONEX CORPORATION 161 BAY STREET TORONTO, A6M5J 2S1 X ONEX PARTNERS III LP C/O ONEX CORPORATION 161 BAY STREET TORONTO, A6M5J 2S1 X ONEX BP CO-INVEST LP C/O ONEX CORPORATION 161 BAY STREET TORONTO, A6M5J 2S1 X Onex Partners III GP LP C/O ONEX CORPORATION 161 BAY STREET TORONTO, A6M5J 2S1 X Onex US Principals LP C/O ONEX CORPORATION 161 BAY STREET TORONTO, A6M5J 2S1 X ONEX PARTNERS III PV LP C/O ONEX CORPORATION 161 BAY STREET TORONTO, A6M5J 2S1 X OAH Wind LLC C/O ONEX CORPORATION 161 BAY STREET TORONTO, A6M5J 2S1 X BP EI II LLC C/O ONEX CORPORATION 161 BAY STREET TORONTO, A6M5J 2S1 X Onex Advisor Subco III LLC C/O ONEX CORPORATION 161 BAY STREET TORONTO, A6M5J 2S1 X Signatures Onex Corporation, By: /s/ Andrea E. Daly, Managing Director, General Counsel and Secretary, By: /s/ Christopher A. Govan, Chief FinancialOfficer 02/13/2017 Signature of Reporting Person Date By: s/ Donald Lewtas, Donald Lewtas, attorney-in-fact for Gerald W. Schwartz 02/13/2017 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 GPULC, its General Partner, By: /s/ Joshua Hausman, Managing Director, By: /s/ Matthew Ross, Managing Director 02/13/2017 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 ManagerGP ULC, its General Partner, By: /s/ Joshua Hausman, Managing Director, By: /s/ Matthew Ross, Managing Director 02/13/2017 Signature of Reporting Person Date Onex Partners III GP LP, By: Onex Partners GP Inc., its General Partner, By: /s/ Joshua Hausman, Vice President, By: /s/ Matthew Ross, VicePresident 02/13/2017 Signature of Reporting Person Date Onex US Principals LP, By: Onex American Holdings GP LLC, its General Partner, By: /s/ Joshua Hausman, Director 02/13/2017 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 ManagerGP ULC, its General Partner, By: /s/ Joshua Hausman, Managing Director, By: /s/ Matthew Ross, Managing Director 02/13/2017 Signature of Reporting Person Date OAH Wind LLC, By: /s/ Joshua Hausman, Director 02/13/2017 Signature of Reporting Person Date BP EI II LLC, By: /s/ Joshua Hausman, Director 02/13/2017 Signature of Reporting Person Date Onex Advisor Subco III LLC, By: /s/ Joel Greenberg, Director, By: /s/ Marci Settle, Director 02/13/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of Series A-1, Series A-2 and Series A-3 of the Series A Preferred Stock was converted into 1.567086, 1.416214 and 1.140649 shares of common stock, respectively. In each case, 78.5%, 5.0% and 16.5% of the reported shares of common stock represent the shares issued upon conversion of the Series A-1 Preferred Stock, Series A-2 Preferred Stock and Series A-3 Preferred Stock, respectively. ( 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 )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 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. ( 11 )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. ( 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 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. ( 14 )Comprised of: (i) 3,999,069 shares of common stock sold directly by Onex Partners III LP; (ii) 540,553 shares of common stock sold directly by Onex BP Co-Invest LP; (iii) 105,788 shares of common stock sold directly by Onex Partners III GP LP; (iv) 53,590 shares of common stock sold directly by Onex US Principals LP; (v) 50,995 shares of common stock sold directly by Onex Partners III PV LP; (vi) 1,494,343 shares of common stock sold directly by OAH Wind LLC; (vii) 66,165 shares of common stock sold directly by BP EI II LLC; (viii) 12,875 shares of common stock sold directly by Onex Partners III Select LP; and (ix) 153,895 shares of common stock sold directly by Onex Advisor Subco III LLC. The shares of common stock were sold pursuant to the Underwriting Agreement, dated January 27, 2017, entered into in connection with the Issuer's initial public offering. ( 15 )Comprised of: (i) 38,765,302 shares of common stock held directly by Onex Partners III LP; (ii) 5,239,894 shares of common stock held directly by Onex BP Co-Invest LP; (iii) 1,025,463 shares of common stock held directly by Onex Partners III GP LP; (iv) 519,480 shares of common stock held directly by Onex US Principals LP; (v) 494,320 shares of common stock held directly by Onex Partners III PV LP; (vi) 14,485,537 shares of common stock held directly by OAH Wind LLC; (vii) 641,378 shares of common stock held directly by BP EI II LLC; (viii) 124,808 shares of common stock held directly by Onex Partners III Select LP; and (ix) 1,491,787 shares of common stock held directly by Onex Advisor Subco III LLC.

Remarks: Reporting Persons are filing this amendment to Form 4, which was initially filed on February 3, 2017, in order to add Onex Partners III Select LP as an Additional Re porting Person. The Reporting Persons jointly filed the Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. This amendment does not change any of the information disclosed on the Form 4, which includes the direct and indirect holdings of Onex Partners III Select LP, which was not included as a Reporting Person on the Form 4 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 4 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 4 containing identical disclosure, but naming different Reporting Persons.Form 1 of 2

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