| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol W R GRACE & CO [ GRA ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 09/22/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, par value $0.01 per share | 09/21/2021 | G | V | 50,000 | D | $0 | 73,107 | D | ||
| Common Stock, par value $0.01 per share | 09/22/2021 | D | 73,107 | D | (1) | 0 | D | |||
| Common Stock, par value $0.01 per share | 09/22/2021 | A | 68,335(2) | A | (1) | 68,335 | D | |||
| Common Stock, par value $0.01 per share | 09/22/2021 | D | 68,335(2) | D | (1) | 0 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (3) | 09/22/2021 | D | 52,069 | (4) | (4) | Common Stock | 52,069 | (4) | 0 | D | ||||
| Employee Stock Options (rights to buy) | $67.335 | 09/22/2021 | D | 26,546 | (5) | (5) | Common Stock | 26,546 | (5) | 0 | D | ||||
| Employee Stock Options (rights to buy) | $55.405 | 09/22/2021 | D | 83,747 | (5) | (5) | Common Stock | 83,747 | (5) | 0 | D | ||||
| Explanation of Responses: |
| 1. This Form 4 reports securities disposed of pursuant to the Agreement & Plan of Merger (the "Merger Agreement"), dated April 26, 2021, among W. R. Grace & Co. ("Company"), W. R. Grace Holdings LLC (fka Gibraltar Acquisition Holdings LLC), a Delaware limited liability company ("Parent"), and Gibraltar Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), filed as Exhibit 2.1 to the Company's Form 8-K filed with the SEC on April 26, 2021, pursuant to which on Sept. 22, 2021, Merger Sub merged with and into the Company (the "Merger") and pursuant to which the Company survived the Merger as a wholly owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each issued & outstanding share of Company common stock was cancelled and converted into the right to receive $70.00 in cash (the "Merger Consideration") without interest, subject to withholding taxes. |
| 2. Represents performance-based awards that became vested and were converted at the Effective Time into the right to receive an amount in cash (without interest) equal to the product of the Merger Consideration multiplied by the number of shares of common stock of the Company subject to such award immediately prior to the Effective Time, which converted cash award will be subject to continued service vesting and other terms described in the Merger Agreement. |
| 3. Each restricted stock unit represented a contingent right to receive one share of Common Stock or at the Company's election, the cash value thereof. |
| 4. At the Effective Time, each outstanding restricted stock unit converted into the right to receive an amount in cash (without interest) equal to the product of the Merger Consideration multiplied by the number of shares of common stock of the Company subject to such award immediately prior to the Effective Time, which converted cash award will be subject to continued service vesting and other terms described in the Merger Agreement. |
| 5. At the Effective Time, each outstanding option to acquire shares of common stock of the Company was cancelled and converted into the right to receive the product of the excess, if any, of the Merger Consideration over the applicable exercise price of such option, multiplied by the total number of shares of common stock of the Company subject to such option. Any options that had an exercise price per share that was equal to or greater than the Merger Consideration were cancelled for no consideration. |
| Remarks: |
| This Form 4 reports securities disposed of pursuant to the Agreement & Plan of Merger (the "Merger Agreement"), dated April 26, 2021, among W. R. Grace & Co. ("Company"), W. R. Grace Holdings LLC (fka Gibraltar Acquisition Holdings LLC), a Delaware limited liability company ("Parent"), and Gibraltar Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), filed as Exhibit 2.1 to the Company's Form 8-K filed with the SEC on April 26, 2021, pursuant to which on Sept. 22, 2021, Merger Sub merged with and into the Company (the "Merger") and pursuant to which the Company survived the Merger as a wholly owned subsidiary of Parent. |
| /s/ Sean E. Dempsey, Attorney-in-Fact | 09/22/2021 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
