Sec Form 4 Filing - Lewis Robert Edgar @ MASONITE INTERNATIONAL CORP - 2020-02-25

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
Lewis Robert Edgar
2. Issuer Name and Ticker or Trading Symbol
MASONITE INTERNATIONAL CORP [ DOOR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
See Remarks
(Last) (First) (Middle)
C/O MASONITE INTERNATIONAL CORPORATION, 201 N. FRANKLIN ST, SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
02/25/2020
(Street)
TAMPA, FL33602
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 Shares 02/25/2020 A 1,558 ( 1 ) A $ 0 21,452 D
Common Shares 02/25/2020 F 256 ( 2 ) D $ 82.09 21,196 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
Common Shares $ 87.18 02/25/2020 A 2,106 ( 3 ) 02/25/2030 Common Shares 2,106 $ 0 2,106 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Lewis Robert Edgar
C/O MASONITE INTERNATIONAL CORPORATION
201 N. FRANKLIN ST, SUITE 300
TAMPA, FL33602
See Remarks
Signatures
/s/ Robert E. Lewis 02/26/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represent common shares issuable upon settlement of restricted stock units granted under the Masonite International Corporation 2012 Equity Incentive Plan and subject to future vesting.
( 2 )Shares withheld by the Issuer to cover tax withholding obligations arising from the delivery of shares in connection with the settlement of vested Restricted Stock Units.
( 3 )The Stock Appreciation Right will vest 33% on February 25, 2021, 33% on February 25, 2022 and 34% on February 25, 2023.

Remarks:
Senior Vice President, General Counsel and Corporate Secretary

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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