UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 
 
Norcraft Companies, Inc.
(Name of Issuer)
 
 
Common Stock, $0.01 par value
(Title of Class of Securities)
 
 
65557Y 105
(CUSIP Number)
 
 
May 12, 2015
(Date of Event Which Requires Filing of this Statement)



Check the appropriate box to designate the rule pursuant to which this Schedule 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. 65557Y 105

 

1
NAME OF REPORTING PERSON
 
SKM Equity Fund III, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
(a) [  ]
(b) [  ]
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
 
0
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
[  ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
0
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
 

 



 
2
 
 
 
CUSIP No. 65557Y 105

 

1
NAME OF REPORTING PERSON
 
SKM Investment Fund
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
(a) [ ]
(b) [ ]
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
 
0
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
[  ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
0
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
 
 
 

 
 
3
 
 
 
CUSIP No. 65557Y 105

 
AMENDMENT NO. 1 TO SCHEDULE 13G

Reference is hereby made to the statement on Schedule 13G filed with the Securities and Exchange Commission on February 14, 2014 (the “Schedule 13G”).  Terms defined in the Schedule 13G are used herein as so defined.

The following items of the Schedule 13G are hereby amended and restated as follows:

ITEM 4 -
OWNERSHIP:
 
 
The information set forth in Rows 5 through 9 and 11 of each of the cover pages of this Amendment No. 1 to Schedule 13G is incorporated herein by reference.
 
ITEM 5 -
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
 
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the Common Stock, check the following:  [X].
 
   
 
 
 

 
 
4
 
 
 
CUSIP No. 65557Y 105

 
SIGNATURES
 
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.
 
Dated:  May 14, 2015

 
SKM EQUITY FUND III, L.P.
 
 
By:
SKM Partners, LLC, its General Partner
 
 
By:
/s/ John F. Megrue
   
Name:  John F. Megrue
Title:    Managing Member
 
 
 
SKM INVESTMENT FUND
 
 
By:
Apax Partners, L.P., its Managing Partner
 
 
By:
Apax Partners, LLC, its General Partner
 
 
By:
/s/ John F. Megrue
   
Name:  John F. Megrue
Title:    Managing Member
 
 
 

 
5
 
 
 

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