Amended Statement of Beneficial Ownership (sc 13d/a)
March 11 2020 - 5:17PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 1)1
Masonite International Corporation
(Name
of Issuer)
Common Stock, no par value
(Title of Class of Securities)
575385109
(CUSIP Number)
Praesidium
Investment Management Company, LLC
1411 Broadway – 29th Floor
New York, NY 10018
Tel. No.: (212) 821-1495
STEVE WOLOSKY, ESQ.
MEAGAN REDA, ESQ.
OLSHAN FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
March 9, 2020
(Date of Event Which Requires
Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box ☒.
Note: Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§ 240.13d-7 for other parties to whom copies are to be sent.
1
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
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1
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NAME OF REPORTING PERSON
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Praesidium Investment Management Company, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO (Funds from Investment Advisory Clients)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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2,036,552
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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2,163,242
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,163,242
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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8.7%
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14
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TYPE OF REPORTING PERSON
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IA
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1
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NAME OF REPORTING PERSON
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Kevin Oram
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO (Funds from Investment Advisory Clients)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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2,036,552
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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|
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2,163,242
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10
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SHARED DISPOSITIVE POWER
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|
|
|
|
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|
|
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2,163,242
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|
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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8.7%
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14
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TYPE OF REPORTING PERSON
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IN, HC
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1
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NAME OF REPORTING PERSON
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Peter Uddo
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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|
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|
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|
|
|
OO (Funds from Investment Advisory Clients)
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|
5
|
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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2,036,552
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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2,163,242
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10
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SHARED DISPOSITIVE POWER
|
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
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2,163,242
|
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|
12
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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8.7%
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14
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TYPE OF REPORTING PERSON
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IN, HC
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THE SCHEDULE 13D
This Amendment No.
1 to the Schedule 13D (“Amendment No. 1”) supplements the information set forth in the Schedule 13D filed on behalf
of (i) Praesidium Investment Management Company, LLC, a Delaware limited liability company (“Praesidium”), (ii) Kevin
Oram and (iii) Peter Uddo (together with Praesidium and Mr. Oram, the “Reporting Persons”) with the United States Securities
and Exchange Commission (the “SEC”) on April 25, 2019 (the “Schedule 13D”), relating to shares of common
stock, no par value (the “Shares”), of Masonite International Corporation, a corporation organized under the laws of
British Columbia, Canada (the “Issuer”). All capitalized terms contained herein but not otherwise defined shall have
the meanings ascribed to such terms in the Schedule 13D. Information given in response to each item shall be deemed incorporated
by reference in all other items, as applicable.
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Item 2.
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Identity and Background.
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Item 2(a) of the Schedule
13D is hereby amended and restated as follows:
This statement is
filed by: (i) Praesidium Investment Management Company, LLC, a Delaware limited liability company (“Praesidium”),
(ii) Kevin Oram and (iii) Peter Uddo (together with Praesidium and Mr. Oram, the “Reporting Persons”).
Praesidium, in its
capacity as investment manager to certain managed accounts and investment fund vehicles on behalf of investment advisory clients
(collectively, the “Accounts”), has sole power to vote 2,036,552 of the Shares held in the Accounts and to dispose
of 2,163,242 of the Shares held in the Accounts. As the managing members of Praesidium, each of Kevin Oram and Peter Uddo may
be deemed to control Praesidium.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 3 of the Schedule
13D is hereby amended and restated to read as follows:
The net investment costs
(including commissions, if any) of the Shares directly owned by the Accounts is approximately $61.18 per share. The source of these
funds for the Accounts was their working capital.
Purchases of some
securities for certain Accounts were effected through margin accounts maintained with brokers, which may extend margin credit as
and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange
rules and the brokers’ credit policies. In such instances, the positions held in the margin accounts may be pledged as collateral
security for the repayment of debit balances in the accounts.
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Item 5.
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Interest in Securities of the Issuer.
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Items 5(a) –
(c) of the Schedule 13D are hereby amended and restated to read as follows:
(a) - (b) The Reporting
Persons beneficially own 2,163,242 Shares which represents approximately 8.7% of the Issuer’s outstanding Shares. The percentage
of beneficial ownership of the Reporting Persons, as reported in this Schedule 13D, was calculated by dividing (i) the total
number of Shares beneficially owned by each Reporting Person as of March 10, 2020, as set forth in this Schedule 13D, by (ii) the
24,931,203 Shares of Common Stock outstanding as of February 17, 2020, according to the Issuer’s Annual Report on Form 10-K
filed with the SEC on February 20, 2020.
Praesidium, in its
capacity as investment manager to the Accounts, has sole power to vote 2,036,552 Shares and the power to dispose of 2,163,242 Shares
held in the Accounts. As the managing members of Praesidium, each of Kevin Oram and Peter Uddo may be deemed to beneficially own
the Shares held in the Accounts.
(c) Transactions in
the Issuer’s securities by the Reporting Persons during the last 60 days are listed in Annex A attached hereto.
SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: March 11, 2020
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PRAESIDIUM INVESTMENT MANAGEMENT COMPANY, LLC
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By:
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/s/ Kevin Oram
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Name:
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Kevin Oram
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Title:
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Managing Member
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KEVIN ORAM
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By:
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/s/ Kevin Oram
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PETER UDDO
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By:
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/s/ Peter Uddo
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Annex A
During the past 60
days, the Reporting Persons effected the following purchases of the Shares in open market transactions:
Nature
of Transaction
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Date
of Purchase/Sale
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Amount
Purchased/(Sold)
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Price
Per Share ($)
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Purchase
|
03/05/2020
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7,172
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72.0019
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Purchase
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03/06/2020
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32,145
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70.5300
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Purchase
|
03/09/2020
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50,000
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66.7648
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