Sec Form 4 Filing - ONEX CORP @ JELD-WEN Holding, Inc. - 2017-06-05

Insider filing report for Changes in Beneficial Ownership
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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)
161 BAY STREET
3. Date of Earliest Transaction (MM/DD/YY)
06/05/2017
(Street)
TORANTO, A6M5J 2S1
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 06/05/2017 S 1,296,541 D $ 29.6738 29,076,355 ( 4 ) D ( 1 ) ( 2 ) ( 3 )
Common Stock 06/05/2017 S 175,253 D $ 29.6738 3,930,242 ( 5 ) D ( 1 ) ( 2 ) ( 3 )
Common Stock 06/05/2017 S 34,298 D $ 29.6738 769,160 ( 6 ) D ( 1 ) ( 2 ) ( 3 )
Common Stock 06/05/2017 S 17,374 D $ 29.6738 389,642 ( 7 ) D ( 1 ) ( 2 ) ( 3 )
Common Stock 06/05/2017 S 16,533 D $ 29.6738 370,770 ( 8 ) D ( 1 ) ( 2 ) ( 3 )
Common Stock 06/05/2017 S 484,482 D $ 29.6738 10,865,042 ( 9 ) D ( 1 ) ( 2 ) ( 3 )
Common Stock 06/05/2017 S 21,451 D $ 29.6738 481,073 ( 10 ) D ( 1 ) ( 2 ) ( 3 )
Common Stock 06/05/2017 S 4,174 D $ 29.6738 93,614 ( 11 ) D ( 1 ) ( 2 ) ( 3 )
Common Stock 06/05/2017 S 49,894 D $ 29.6738 1,118,932 ( 12 ) D ( 1 ) ( 2 ) ( 3 )
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
TORANTO, 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 Partners III Select LP
C/O ONEX CORPORATION 161 BAY STREET
TORONTO, A6M5J 2S1
X
Signatures
Onex Corporation, By: /s/ Andrea E. Daly , Name: Andrea E. Daly, Title: Managing Director, General Counsel and Secretary 06/07/2017
Signature of Reporting Person Date
By: /s/ Andrea E. Daly, attorney-in-fact for Gerald W. Schwartz 06/07/2017
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 GP ULC, its General Partner, By: /s/ Matthew Ross, Name: Matthew Ross, Title: Managing Director 06/07/2017
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 Manager GP ULC, its General Partner, By: /s/ Matthew Ross , Name: Matthew Ross, Title: Managing Director 06/07/2017
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 06/07/2017
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 06/07/2017
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 Manager GP ULC, its General Partner, By: /s/ Matthew Ross , Name: Matthew Ross, Title: Managing Director 06/07/2017
Signature of Reporting Person Date
OAH Wind LLC, By: /s/ Matthew Ross , Name: Matthew Ross, Title: Director 06/07/2017
Signature of Reporting Person Date
BP EI II LLC, By: /s/ Matthew Ross , Name: Matthew Ross, Title: Director 06/07/2017
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 06/07/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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,
( 2 )(Continued from footnote 1) (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, the general partner of Onex Partners III Select LP.
( 3 )(Continued from footnote 2) 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.
( 4 )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.
( 5 )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.
( 6 )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.
( 7 )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.
( 8 )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.
( 9 )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.
( 10 )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.
( 11 )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.
( 12 )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.

Remarks:
The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, Onex Advisor Subco III LLC has filed a separate Form 4 on the date hereof, which reports the transaction reported herein, all of which, taken together, constitute one Form 4.Form 1 of 2

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