Edgar Filing: MASONITE INTERNATIONAL CORP

Ownership Submission

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 OF SECURITIES

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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Centerbridge Special GP Investors, L.L.C.

2. Issuer Name and Ticker or Trading Symbol
MASONITE INTERNATIONAL CORP [DOOR]

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)

375 PARK AVENUE, 12TH FLOOR,

3. Date of Earliest Transaction (Month/Day/Year)
09/10/2013

(Street)

NEW YORK, NY 10152

4. If Amendment, Date 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

(City)

(State)

(Zip)

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 Shares	09/10/2013		S		3,638	D	$ 51	1,026,690	I	See footnotes ⁽¹⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾
Common Shares	09/10/2013		S		6,550	D	$ 51	1,848,551	I	See footnotes ⁽²⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾
Common Shares	09/10/2013		S		2,312	D	$ 51	652,708	I	See footnotes ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾
Common Shares	09/17/2013		S		203,712	D	$ 50.2857	822,978	I	See footnotes ⁽¹⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾
Common Shares	09/17/2013		S		366,781	D	$ 50.2857	1,481,770	I	See footnotes ⁽²⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾
Common Shares	09/17/2013		S		129,507	D	$ 50.2857	523,201	I	See footnotes ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾
Common Shares	09/18/2013		S		87,305	D	$ 51.25	735,673	I	See footnotes ⁽¹⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾
Common Shares	09/18/2013		S		157,192	D	$ 51.25	1,324,578	I	See footnotes ⁽²⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾
Common Shares	09/18/2013		S		55,503	D	$ 51.25	467,698	I	See footnotes ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Centerbridge Special GP Investors, L.L.C. 375 PARK AVENUE, 12TH FLOOR NEW YORK, NY 10152		X
Centerbridge Special Credit Partners, L.P. 375 PARK AVENUE 12TH FLOOR NEW YORK, NY 10152		X
Centerbridge Special Credit Partners General Partner, L.P. 375 PARK AVENUE, 12TH FLOOR NEW YORK, NY 10152		X

Signatures

Centerbridge Special Credit Partners, L.P., By: Centerbridge Special Credit Partners General Partner, L.P., its general partner, By: Centerbridge Special GP Investors, L.L.C., its general partner, By: /s/ Mark T. Gallogly, Authorized Signatory		09/30/2013
^**Signature of Reporting Person		Date
Centerbridge Special Credit Partners General Partner, L.P., By: Centerbridge Special GP Investors, L.L.C., its general partner, By: /s/ Mark T. Gallogly, Authorized Signatory		09/30/2013
^**Signature of Reporting Person		Date
Centerbridge Special GP Investors, L.L.C., By: /s/ Mark T. Gallogly, Authorized Signatory		09/30/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	These Common Shares are held by Centerbridge Credit Partners, L.P. ("Credit Partners").
(2)	These Common Shares are held by Centerbridge Credit Partners Master, L.P. ("Credit Partners Master").
(3)	These Common Shares are held by Centerbridge Special Credit Partners, L.P. ("Special Credit Partners" and, together with Credit Partners and Credit Partners Master, the "Centerbridge Funds").
(4)	Centerbridge Credit GP Investors, L.L.C. ("GP Investors") is the general partner of Centerbridge Credit Partners General Partner, L.P. ("Credit GP"), which, in turn, is the general partner of Centerbridge Credit Partners, L.P., and, as such GP Investors and Credit GP may be deemed to beneficially own the securities held by Credit Partners. Centerbridge Credit Offshore GP Investors, L.L.C. ("Offshore GP Investors") is the general partner of Centerbridge Credit Partners Offshore General Partner, L.P. ("Offshore GP"), which, in turn, is the general partner of Centerbridge Credit Partners Master, L.P., and, as such Offshore GP Investors and Offshore GP may be deemed to beneficially own the securities held by Credit Partners Master. (Continued in footnote 5)
(5)	Centerbridge Special GP Investors, L.L.C. ("SC GP Investors") is the general partner of Centerbridge Special Credit Partners General Partner, L.P. ("SC GP"), which, in turn, is the general partner of Centerbridge Special Credit Partners, L.P., and, as such SC GP Investors and SC GP may be deemed to beneficially own the securities held by Special Credit Partners. Messrs. Gallogy and Aronson are the managing members of each of GP Investors, Offshore GP Investors and SC GP Investors, and, as such may be deemed to beneficially own the securities held by the Centerbridge Funds. Except for the Centerbridge Funds with respect to the securities held by such entity, each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. (Continued in footnote 6)
(6)	The filing of this statement by the Reporting Persons shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, such Reporting Persons are the beneficial owners of the securities reported herein other than the securities held directly by such Reporting Person.
Remarks: Due to the limitations of the Securities and Exchange Commission's EDGAR system, GP Investors, Credit GP, Credit Partners Master, Credit Partners, Offshore GP, Offshore GP Investors, Mark T. Gallogly and Jeffrey H. Aronson have filed a separate Form 4.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.