UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No.  1)*

 

 

Masonite International Corporation

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

575385109

(CUSIP Number)

December 31, 2014

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:

 

[   ] Rule 13d-1(b)

[   ] Rule 13d-1(c)

[X] Rule 13d-1(d)

 

 

* 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 the disclosures provided in a prior cover page.

The information required in 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).

 

 

 

CUSIP NO.  575385109
(1) Names of Reporting Persons.  I.R.S. Identification Nos. of Above Persons (entities only):
	Mount Kellett Capital Management LP
(2) Check the Appropriate Box if a Member of a Group				(a) [     ]
				(b) [     ]
(3) SEC Use Only
(4) Citizenship or Place of Organization
	State of Delaware
Number of Shares Beneficially Owned By Each Reporting Person With
		(5) Sole Voting Power:		0*
		(6) Shared Voting Power:		None
		(7) Sole Dispositive Power:		0*
		(8) Shared Dispositive Power:		None
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
	0*
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): Not applicable.
(11) Percent of Class Represented by Amount in Row (9):    0%*
(12) Type of Reporting Person (See Instructions):   IA

 *As of December 31, 2014 (the “Reporting Date”), certain funds and managed accounts (collectively, the “Funds”) affiliated with Mount Kellett Capital Management LP, a Delaware limited partnership (the “Reporting Person”), hold an aggregate of no shares of common stock, no par value (the “Common Stock”), of Masonite International Corporation (the “Corporation”). Based on the Corporation’s Form 10-Q filed with the U.S. Securities and Exchange Commission on November 6, 2014, as of November 3, 2014, there were 29,849,958 shares of Common Stock issued and outstanding. Accordingly, as of the Reporting Date, for the purposes of Rule 13d-3 under the Securities and Exchange Act of 1934, as amended, the Reporting Person is deemed to beneficially own no shares of Common Stock, or 0% of the Common Stock deemed issued and outstanding.  

 

  

Item 1(a).  Name Of Issuer:
	Masonite International Corporation
Item 1(b).  Address of Issuer’s Principal Executive Offices:
	2771 Rutherford Road Concord, Ontario L4K Canada
Item 2(a).  Name of Person Filing:
	Mount Kellett Capital Management LP
Item 2(b).  Address of Principal Business Office or, if None, Residence:
	The address of the principal business office of the Reporting Person is 280 Park Avenue, 4th Floor East, New York, New York 10017
Item 2(c).  Citizenship:
	State of Delaware
Item 2(d).  Title of Class of Securities:
	Common Stock
Item 2(e).  CUSIP No.:
	575385109
Item 3.  If This Statement Is Filed Pursuant to Section 240.13d-1(b) or 240.13d-2(b) or (c), check whether the Person Filing is a:
	Not applicable.

 

Item 4.  Ownership:
	(a)  Amount Beneficially Owned:		0*
	(b)  Percent of Class:		0%*
	(c)  Number of Shares as to which such person has:
		(i)  Sole power to vote or to direct the vote:	0*
		(ii)  Shared power to vote or to direct the vote:	0
		(iii)  Sole power to dispose or to direct the disposition of:	0*
		(iv)  Shared power to dispose or to direct the disposition of:	0

 ________________

* As of December 31, 2014 (the “Reporting Date”), certain funds and managed accounts (collectively, the “Funds”) affiliated with Mount Kellett Capital Management LP, a Delaware limited partnership (the “Reporting Person”), hold an aggregate of no shares of common stock, no par value (the “Common Stock”), of Masonite International Corporation (the “Corporation”). Based on the Corporation’s Form 10-Q filed with the U.S. Securities and Exchange Commission on November 6, 2014, as of November 3, 2014, there were 29,849,958 shares of Common Stock issued and outstanding. Accordingly, as of the Reporting Date, for the purposes of Rule 13d-3 under the Securities and Exchange Act of 1934, as amended, the Reporting Person is deemed to beneficially own no shares of Common Stock, or 0% of the Common Stock deemed issued and outstanding.  

  

Item 5.  Ownership of Five Percent or Less of a Class
	[X]
Item 6.  Ownership of More Than Five Percent on Behalf of Another Person
	Not Applicable.
Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
	Not Applicable.
Item 8.  Identification and Classification of Members of the Group
	Not Applicable.
Item 9.  Notice of Dissolution of Group
	Not Applicable.
Item 10.  Certification
	Not Applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

	Dated:  February 17, 2015
	MOUNT KELLETT CAPITAL MANAGEMENT LP
	By:	Mount Kellett Capital Management GP LLC,
		its general partner
	By:	/s/ Jonathan Fiorello
		Name:  Jonathan Fiorello
		Title:  Authorized Signatory

 

 

 

Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).