Filed by the Registrant ☒ | | | Filed by a party other than the Registrant ☐ |
☒ | Preliminary Proxy Statement |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☐ | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material under §240.14a-12 |
☐ | | | No fee required. | |||
☒ | | | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
| | (1) | | | Title of each class of securities to which transaction applies: | |
| | | | |||
| | | | W. R. Grace & Co. common stock, par value $0.01 per share (“Grace common stock”) | ||
| | (2) | | | Aggregate number of securities to which transaction applies: | |
| | | | |||
| | | | As of the close of business on July 21, 2021, the maximum number of shares of Grace common stock to which this transaction applies is estimated to be 67,492,952, which consists of: (a) 66,269,338 shares of Grace common stock outstanding; (b) 680,261 shares of Grace common stock issuable pursuant to outstanding options with an exercise price below the per share merger consideration of $70.00; (c) 273,208 shares of Grace common stock underlying restricted stock units that are not subject to performance vesting; and (d) 270,145 shares of Grace common stock underlying performance-based restricted stock units (based on achievement of applicable performance criteria at the actual level of performance (for awards issued in 2019) or target levels (in the case of awards issued in 2020 or 2021)). | ||
| | (3) | | | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |
| | | | |||
| | | | Solely for purposes of calculating the filing fee, the underlying value of the transaction was calculated based upon the sum of: (a) the product of 66,269,338 shares of Grace common stock and the per share merger consideration of $70.00; (b) the product of (i) 680,261 shares of Grace common stock issuable upon exercise of options with an exercise price below the per share merger consideration of $70.00 and (ii) the difference between $70.00 and the weighted average exercise price of such options of $61.63; (c) the product of 273,208 shares of Grace common stock underlying restricted stock units that are not subject to performance vesting and the per share merger consideration of $70.00; and (d) the product of 270,145 shares of Grace common stock underlying performance-based restricted stock units and the per share merger consideration of $70.00. | ||
| | (4) | | | Proposed maximum aggregate value of transaction: | |
| | | | |||
| | | | $4,682,582,155 | ||
| | (5) | | | Total fee paid: | |
| | | | $510,870 | ||
| | | | |||
| | | | In accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, the filed fee was determined by multiplying $4,682,582,155 by 0.00010910. | ||
☐ | | | Fee paid previously with preliminary materials. | |||
☒ | | | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
| | (1) | | | Amount Previously Paid: | |
| | | | $510,869 | ||
| | (2) | | | Form, Schedule or Registration Statement No.: | |
| | | | Preliminary Proxy Statement on Schedule 14A and Amendment No. 1 | ||
| | (3) | | | Filing Party: | |
| | | | W. R. Grace & Co. | ||
| | (4) | | | Date Filed: | |
| | | | May 24, 2021 and June 21, 2021 |