Elizabeth C Brown Form 4 W R GRACE & CO / Elizabeth C Brown ownership change

SEC Form 4

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^*

Brown Elizabeth C

(Last) (First) (Middle)

C/O W. R. GRACE & CO.

7500 GRACE DRIVE

(Street)

COLUMBIA MD 21044

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
W R GRACE & CO [ GRA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Sr. VP and CHRO

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	02/25/2021		M		800(1)	A	(2)	21,464	D
Common Stock, par value $0.01 per share	02/25/2021		F		387	D	$60.42	21,077	D
Common Stock, par value $0.01 per share	02/26/2021		M		828(3)	A	(2)	21,905	D
Common Stock, par value $0.01 per share	02/26/2021		F		400	D	$59.4	21,505	D
Common Stock, par value $0.01 per share	02/26/2021		A		2,043	A	$0	23,548	D
Common Stock, par value $0.01 per share	02/26/2021		F		1,011	D	$59.26	22,537	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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	(4)	02/25/2021		M			800	(1)	(1)	Common Stock	800	$0	3,282	D
Restricted Stock Units	(4)	02/26/2021		M			828	(3)	(3)	Common Stock	828	$0	2,454	D
Restricted Stock Units	(4)	02/26/2021		A		5,787		(5)	(5)	Common Stock	5,787	$0	8,241	D

Explanation of Responses:

1. On February 25, 2019, the reporting person was granted 2,400 stock units, vesting annually in three substantially equal installments beginning on February 25, 2020.

2. Restricted stock units converted into Common Stock on a one-for-one basis.

3. On February 27, 2020, the reporting person was granted 2,482 stock units, vesting annually in three substantially equal installments beginning on February 27, 2021.

4. Each Restricted Stock Unit represents a contingent right to receive one share of Common Stock or at the Issuer's election, the cash value thereof.

5. Restricted Stock Units vest in three substantially equal annual installments beginning on February 26, 2022 and will be settled within 60 days of those vesting dates.

Remarks:

	/s/ Sean E. Dempsey, Attorney-in-Fact	03/01/2021
	** 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).
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