SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GOLDMAN SACHS GROUP INC

(Last)

(First)

(Middle)

200 WEST STREET

(Street)

NEW YORK

10282

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MasterBrand, Inc. [ MBC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/23/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	01/23/2023		S		23	D	$8.5491	15,778,624	I	See Footnotes⁽²⁾⁽³⁾
Common Stock⁽¹⁾	01/23/2023		S		35	D	$8.58	15,778,589	I	See Footnotes⁽²⁾⁽³⁾
Common Stock⁽¹⁾	01/23/2023		S		6	D	$8.5433	15,778,583	I	See Footnotes⁽²⁾⁽³⁾
Common Stock⁽¹⁾	01/23/2023		P		24	A	$8.569	15,778,607	I	See Footnotes⁽²⁾⁽³⁾
Common Stock⁽¹⁾	01/23/2023		P		100	A	$8.54	15,778,707	I	See Footnotes⁽²⁾⁽³⁾
Common Stock⁽¹⁾	01/23/2023		P		500	A	$8.582	15,779,207	I	See Footnotes⁽²⁾⁽³⁾
Common Stock⁽¹⁾	01/23/2023		P		300	A	$8.54	15,779,507	I	See Footnotes⁽²⁾⁽³⁾
Common Stock⁽¹⁾	01/23/2023		S		587	D	$8.5853	15,778,920	I	See Footnotes⁽²⁾⁽³⁾
Common Stock⁽¹⁾	01/23/2023		P		463	A	$8.408	15,779,383	I	See Footnotes⁽²⁾⁽³⁾
Common Stock⁽¹⁾	01/23/2023		P		94	A	$8.54	15,779,477	I	See Footnotes⁽²⁾⁽³⁾
Common Stock⁽¹⁾	01/23/2023		S		477	D	$8.6087	15,779,000	I	See Footnotes⁽²⁾⁽³⁾
Common Stock⁽¹⁾	01/23/2023		S		6	D	$8.54	15,778,994	I	See Footnotes⁽²⁾⁽³⁾
Common Stock⁽¹⁾	01/23/2023		S		228	D	$8.5879	15,778,766	I	See Footnotes⁽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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Equity Swap⁽¹⁾	⁽⁴⁾	01/23/2023		P/K		7,120		⁽⁴⁾	01/17/2033	Common Stock	7,120	⁽⁴⁾	61,158⁽⁴⁾	I	See Footnote⁽²⁾⁽³⁾
Equity Swap⁽¹⁾	⁽⁵⁾	01/23/2023		P/K		8,029		⁽⁵⁾	01/24/2023	Common Stock	8,029	⁽⁵⁾	8,029⁽⁵⁾	I	See Footnote⁽²⁾⁽³⁾

1. Name and Address of Reporting Person^*

GOLDMAN SACHS GROUP INC

(Last)

(First)

(Middle)

200 WEST STREET

(Street)

NEW YORK

10282

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

GOLDMAN SACHS & CO. LLC

(Last)

(First)

(Middle)

200 WEST STREET

(Street)

NEW YORK

10282

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The amount of profit recoverable by the Issuer from the reported transactions will be remitted to the Issuer.

2. This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group") and Goldman Sachs & Co. LLC. ("Goldman Sachs" and, together with GS Group, the "Reporting Persons"). Goldman Sachs is a wholly-owned subsidiary of GS Group. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein. On January 24, 2023, the Reporting Persons ceased to be a greater than 10% beneficial owner of the Issuer's Common Stock.

3. GS Group may be deemed to beneficially own indirectly the Common Stock by reason of Goldman Sachs' direct beneficial ownership.

4. Goldman Sachs entered into an equity swap agreement which, upon the termination of the agreement on January 17, 2033, Goldman Sachs will pay to the counterparty any decrease in the price of the Common Stock below $8.552896 per share and the counterparty will pay to Goldman Sachs any increase in the price of the Common Stock above $8.552896 per share, in each case, based on a notional amount of 7,120 shares of Common Stock.

5. Goldman Sachs entered into an equity swap agreement which, upon the termination of the agreement on January 24, 2033, Goldman Sachs will pay to the counterparty any decrease in the price of the Common Stock below $8.552896 per share and the counterparty will pay to Goldman Sachs any increase in the price of the Common Stock above $8.552896 per share, in each case, based on a notional amount of 8,029 shares of Common Stock.

Remarks:

	/s/ Jamison Yardley, Attorney-in-fact	01/25/2023
	/s/ Jamison Yardley, Attorney-in-fact	01/25/2023
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.