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SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* SKM Partners, LLC (Last) (First) (Middle) 601 LEXINGTON AVENUE, 53RD FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/04/2013	3. Issuer Name and Ticker or Trading Symbol Norcraft Companies, Inc. [ NCFT ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year) 11/13/2013
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	5,631,751	I	See Footnotes(1)(2)(3)(4)(5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* SKM Partners, LLC (Last) (First) (Middle) 601 LEXINGTON AVENUE, 53RD FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SKM EQUITY FUND III L P (Last) (First) (Middle) 601 LEXINGTON AVENUE, 53RD FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SKM INVESTMENT FUND (Last) (First) (Middle) 601 LEXINGTON AVENUE, 53RD FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Apax Partners, LLC (Last) (First) (Middle) 601 LEXINGTON AVENUE, 53RD FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Apax Partners, LP (Last) (First) (Middle) 601 LEXINGTON AVENUE, 53RD FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MEGRUE JOHN F (Last) (First) (Middle) 601 LEXINGTON AVENUE, 53RD FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. SKM Partners, L.L.C. ("SKM LLC") is the general partner of SKM Equity Fund III, L.P. ("SKM Equity").

2. Apax Partners, L.P. ("Apax LP") is the managing partner of SKM Investment Fund ("SKM Investment," and together with SKM Equity, the "SKM Entities").

3. Apax Partners, LLC ("Apax LLC") is the general partner of Apax LP.

4. John Megrue is the sole member of the board of managers of Apax LLC.

5. By virtue of the relationships described in these footnotes, SKM LLC, Apax LP, Apax LLC and Mr. Megrue may be deemed to share voting and dispositive power with respect to all of the shares of Common Stock held by the SKM Entities. Each of SKM LLC, Apax LP, Apax LLC and Mr. Megrue disclaims beneficial ownership of the shares of Common Stock held by the SKM Entities except to the extent of its or his pecuniary interest therein.

Remarks:

This Form 3/A amends the Form 3 filing made on behalf of SKM Equity on November 13, 2013. The Form 3, as originally filed, incorrectly reported the date of event requiring statement and did not include the additional Reporting Persons included in this Form 3/A. This Form 3/A correctly reports that the date of event requiring statement was November 4, 2013 and that this form is a joint filing by more than one Reporting Person, and includes the necessary parties. Exhibit List Exhibit 24 - Limited Power of Attorney

	/s/ Eric Tanquist, attorney-in-fact	02/14/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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