Brookfield Oaktree Holdings, LLC — Director's Dealing 2014

Dec 12, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MASONITE INTERNATIONAL CORP (DOOR)
CIK: 0000893691
Period of Report: 2014-12-09

Reporting Person: Oaktree Capital Group Holdings GP, LLC (10% Owner)
Reporting Person: OAKTREE FUND GP I, L.P. (10% Owner)
Reporting Person: Oaktree Capital I, L.P. (10% Owner)
Reporting Person: OCM HOLDINGS I, LLC (10% Owner)
Reporting Person: OAKTREE HOLDINGS, LLC (10% Owner)
Reporting Person: Oaktree Capital Group, LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-09	Common Stock	S	36633	$59.0301	Disposed	2609923	Indirect
2014-12-10	Common Stock	S	140000	$58.2714	Disposed	2469923	Indirect
2014-12-10	Common Stock	S	3338	$59.0842	Disposed	2466585	Indirect
2014-12-11	Common Stock	S	30000	$57.6895	Disposed	2436585	Indirect

Footnotes

F1: This Form 4 is being filed with respect to an aggregate of 2,436,585 shares of the Issuer's common stock, no par value ("Common Stock") that may be deemed to be beneficially owned by the Reporting Persons (as defined below) of which (i) OCM Opportunities Fund VII Delaware, L.P. ("Fund VII Delaware") is the direct owner of 400,839 shares of Common Stock, (ii) OCM Opportunities Fund VIIb, L.P. ("Fund VIIb") is the direct owner of 3,518 shares of Common Stock, (iii) OCM Opportunities Fund VIIb (Parallel), L.P. ("Parallel") is the direct owner of 423 shares of Common Stock and (iv) OCM Opportunities Fund VIIb Delaware, L.P. ("Fund VIIb Delaware") is the direct owner of 2,031,805 shares of Common Stock (collectively, the "Shareholders").

F2: In addition to the Common Stock, the Reporting Persons may be deemed to beneficially own an aggregate of 545,653 warrants expiring in June 9, 2016 to purchase Common Stock (the "Warrants") of which (i) OCM Opportunities Fund V, L.P. ("Fund V") is the direct owner of 119,352 Warrants, (ii) OCM Opportunities Fund VI, L.P. ("Fund VI" and collectively with Fund V and the Shareholders, the "Securityholders") is the direct owner of 266,934 Warrants, (iii) Fund VII Delaware is the direct owner of 145,672 Warrants, (iv) Fund VIIb is the direct owner of 12,227 Warrants and (v) Parallel is the direct owner of 1,468 Warrants.

F3: The general partner of Fund V is OCM Opportunities Fund V GP, L.P. ("Fund V GP"). The general partner of Fund VI is OCM Opportunities Fund VI GP, L.P. ("Fund VI GP"). The general partner of Fund VII Delaware is OCM Opportunities Fund VII Delaware GP Inc. ("VII GP Inc."). The sole shareholder of VII GP Inc. is OCM Opportunities Fund VII, L.P. ("Opps VII"). The general partner of Opps VII is OCM Opportunities Fund VII GP, L.P. ("VII GP"). The general partner of VII GP is OCM Opportunities Fund VII GP Ltd. ("VII GP Ltd."). The general partner of Fund VIIb Delaware is Oaktree Fund GP, LLC ("GP LLC"). The general partner of each of Fund VIIb and Parallel is OCM Opportunities Fund VIIb GP, L.P. ("Fund VIIb GP"). The general partner of Fund VIIb GP is OCM Opportunities Fund VIIb GP Ltd. ("VIIb GP Ltd.").

F4: This Form 4 is also being filed by (i) Oaktree Fund GP I, L.P. ("GP I"), as the general partner of each of Fund V GP and Fund VI GP, as the sole shareholder of each of VII GP Ltd. and VIIb GP Ltd. and as the managing member of GP LLC, (ii) Oaktree Capital I, L.P. ("Capital I"), as the general partner of GP I, (iii) OCM Holdings I, LLC ("Holdings I") as the general partner of Capital I and (iv) Oaktree Holdings, LLC ("Holdings LLC"), as the managing member of Holdings I.

F5: The sole director of each of VII GP Ltd. and VIIb GP Ltd. is Oaktree Capital Management, L.P. ("Management"). The general partner of Management is Oaktree Holdings, Inc. ("Inc.").

F6: This Form 4 is also being filed by (i) Oaktree Capital Group, LLC ("Capital Group"), as the managing member of Holdings LLC and as the sole shareholder of Inc. and (ii) Oaktree Capital Group Holdings GP, LLC ("OCGH," together with Capital Group, GP I, Capital I, Holdings I and Holdings LLC, collectively, the "Reporting Persons," and each individually, a "Reporting Person"), as the duly elected manager of Capital Group.

F7: Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of their respective pecuniary interest therein and the filing of this Form 4 shall not be construed as an admission that any such Reporting Peron is the beneficial owner of any securities covered by this Form 4.

F8: The members of OCGH are Howard S. Marks, Bruce A. Karsh, Jay S. Winthrob, John B. Frank, Sheldon M. Stone, Larry W. Keele, Stephen A. Kaplan and David M. Kirchheimer, who, by virtue of their membership interests in OCGH, may be deemed to share voting and dispositive power with respect to the shares of common stock held by each of the Securityholders. Each of the general partners, managing members, directors, managers and members described above disclaims beneficial ownership of any shares of common stock beneficially or of record owned by the Securityholders, except to the extent of any pecuniary interest therein.