R. David Banyard - Dec 15, 2022 Form 4 Insider Report for MasterBrand, Inc. (MBC)

Signature
/s/ Andrean Horton, attorney-in-fact for R. David Banyard, Jr.
Stock symbol
MBC
Transactions as of
Dec 15, 2022
Transactions value $
$0
Form type
4
Date filed
12/19/2022, 07:32 PM
Previous filing
Nov 30, 2022
Next filing
Dec 23, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MBC Common Stock, par value $0.01 per share Award $0 +178K +765.84% $0.00 201K Dec 15, 2022 Direct F1, F2, F5
transaction MBC Common Stock, par value $0.01 per share Award $0 +519K +257.82% $0.00 720K Dec 15, 2022 Direct F1, F3, F5
transaction MBC Common Stock, par value $0.01 per share Award $0 +482K +66.96% $0.00 1.2M Dec 15, 2022 Direct F1, F4, F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction MBC Stock option (right to buy) Award $0 +288K $0.00 288K Dec 15, 2022 Common Stock 288K $8.58 Direct F6, F7
transaction MBC Stock option (right to buy) Award $0 +79.5K $0.00 79.5K Dec 15, 2022 Common Stock 79.5K $10.28 Direct F6, F8
transaction MBC Stock option (right to buy) Award $0 +177K $0.00 177K Dec 15, 2022 Common Stock 177K $10.76 Direct F6, F9
transaction MBC Stock option (right to buy) Award $0 +173K $0.00 173K Dec 15, 2022 Common Stock 173K $10.75 Direct F6, F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 In connection with the separation of the Issuer from Fortune Brands Home & Security, Inc. ("FBHS"), effective December 14, 2022 (the "Spin-Off"), each FBHS shareholder received a pro-rata dividend in the form of one share of the Issuer's common stock ("Common Stock") for each share of FBHS common stock held by such shareholder on the record date of December 2, 2022. The shares of Common Stock reported herein include 23,247 shares acquired by the Reporting Person in connection with the Spin-Off, and such acquisition was exempt from Section 16 of the Securities Exchange Act of 1934, as amended ("Exchange Act") pursuant to Rule 16a-9 under the Exchange Act.
F2 In connection with the Spin-Off, each FBHS restricted stock unit ("RSU") held at the close of business on December 14, 2022 (the "Distribution Date") by any Cabinets Service Provider (as defined in the Employee Matters Agreement, dated December 14, 2022, filed as Exhibit 10.3 to the Form 8-K filed by the Issuer on December 15, 2022) was replaced with a substitute Issuer RSU in an amount equal to the number of FBHS RSUs multiplied by a fraction, the numerator of which is the volume-weighted average price of FBHS common stock on the trading day immediately prior to the Distribution Date, and the denominator of which is the volume-weighted average price of Common Stock on the trading day immediately following the Distribution Date. Each substitute Issuer RSU shall vest based on the holder's continued employment or service with the Issuer, and shall otherwise have substantially the same terms and conditions as the corresponding FBHS RSU.
F3 In connection with the Spin-Off, each FBHS performance share award ("PSA") held at the close of business on the Distribution Date by any Cabinets Service Provider was replaced with a substitute Issuer RSU. Pursuant to the terms of the Employee Matters Agreement, the number of substitute Issuer RSUs was based on the number of FBHS PSAs that would have been earned based on the projected performance through the end of the performance period. These substitute Issuer RSUs shall vest on the last day of the performance period applicable to the corresponding FBHS PSA, subject to continued employment through the vesting date, and shall otherwise have substantially the same terms and conditions as the corresponding FBHS PSA.
F4 In connection with the Spin-Off, the Reporting Person was granted 482,234 Issuer RSUs that vest 50% on December 15, 2024 and 50% on December 15, 2025, subject to the Reporting Person's continued employment with the Issuer.
F5 Each Issuer RSU represents a contingent right to receive one share of Common Stock.
F6 In connection with the Spin-Off, each FBHS stock option, whether vested or unvested, held at the close of business on the Distribution Date by any Cabinets Service Provider was replaced with a substitute option to purchase Common Stock with an equal Intrinsic Value (as defined in the Employee Matters Agreement). Each substitute option shall become exercisable and terminate based on the holder's continued employment or service with the Issuer, and shall otherwise have substantially the same terms and conditions as the corresponding FBHS stock option.
F7 The options vest in three equal annual installments beginning on February 28, 2021, subject to the Reporting Person's continued employment with the Issuer.
F8 The options vest in two equal annual installments beginning on December 7, 2022, subject to the Reporting Person's continued employment with the Issuer.
F9 The options vest in three equal annual installments beginning on February 28, 2022, subject to the Reporting Person's continued employment with the Issuer.
F10 The options vest in three equal annual installments beginning on February 28, 2023, subject to the Reporting Person's continued employment with the Issuer.

Remarks:

Exhibit List: Exhibit 24: Power of Attorney