GCP Applied (GCP) Form 3 GCP Applied / Ronnie F. Heyman ownership change

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^*

Dalbergia Investments LLC

(Last) (First) (Middle)

1 CAMPUS DRIVE

(Street)

PARSIPPANY NJ 07054

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/08/2018

3. Issuer Name and Ticker or Trading Symbol
GCP Applied Technologies Inc. [ GCP ]

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)

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, $0.01 par value	2,118,670	D(1)(2)(3)

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^*

Dalbergia Investments LLC

(Last) (First) (Middle)

1 CAMPUS DRIVE

(Street)

PARSIPPANY NJ 07054

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Standard Industries Inc.

(Last) (First) (Middle)

1 CAMPUS DRIVE

(Street)

PARSIPPANY NJ 07054

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Standard Industries Holdings Inc.

(Last) (First) (Middle)

1011 CENTRE ROAD

SUITE 315

(Street)

WILMINGTON DE 19805

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

G-I Holdings Inc.

(Last) (First) (Middle)

1 CAMPUS DRIVE

(Street)

PARSIPPANY NJ 07054

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

G Holdings LLC

(Last) (First) (Middle)

1 CAMPUS DRIVE

(Street)

PARSIPPANY NJ 07054

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

G Holdings Inc.

(Last) (First) (Middle)

1 CAMPUS DRIVE

(Street)

PARSIPPANY NJ 07054

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Heyman Ronnie F.

(Last) (First) (Middle)

9 WEST 57TH STREET

30TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

Explanation of Responses:

1. In addition to Dalbergia Investments LLC, a Delaware limited liability company ("Dalbergia"), this Form 3 is being filed jointly by Standard Industries Inc., a Delaware corporation ("Standard Industries"), Standard Industries Holdings Inc., a Delaware corporation ("Standard Holdings"), G-I Holdings Inc., a Delaware corporation ("G-I Holdings"), G Holdings LLC, a Delaware limited liability company ("G Holdings LLC"), G Holdings Inc., a Delaware corporation ("G Holdings Inc."), and Ronnie F. Heyman, an American citizen (all of the foregoing, collectively, the "Reporting Persons"). The principal business address of Dalbergia, Standard Industries, G-I Holdings, G Holdings LLC and G Holdings Inc. is 1 Campus Drive, Parsippany, New Jersey 07054. The principal business address of Standard Holdings is 1011 Centre Road, Suite 315, Wilmington, Delaware 19805. The principal business address of Ronnie F. Heyman is 9 West 57th Street, 30th Floor, New York, New York 10019.

2. The securities reported on this Form 3 (the "Subject Securities") are held directly by Dalbergia. Standard Industries is the sole owner of Dalbergia, and each of Standard Holdings, G-I Holdings, G Holdings LLC and G Holdings Inc. is directly or indirectly a controlling owner of Standard Industries. Ronnie F. Heyman is the sole member of the Board of Directors of G Holdings Inc.

3. Dalbergia, Standard Industries, Standard Holdings, G-I Holdings, G Holdings LLC and G Holdings Inc., as entities with direct and indirect holdings, respectively, in the Subject Securities, and Ms. Heyman, as the sole Director of G Holdings Inc., may be deemed to beneficially own the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Ms. Heyman does not beneficially own any Subject Securities for purposes of Rule 16a-1(a)(2) under the Exchange Act. Each of the Reporting Persons disclaims beneficial ownership of the Subject Securities except to the extent of any pecuniary interest therein.

Remarks:

Form 3 was previously filed by the Reporting Persons on 4/13/2018 for a Date of Event of 4/3/2018 ("Initial Date of Event"). As of the Initial Date of Event, the Reporting Persons, along with other members of its reporting group (collectively, "Reporting Group"), beneficially owned over 10% of Issuer's then-current total outstanding amount of the Subject Securities. Issuer's Current Report on Form 8-K filed with the SEC on 8/7/2018 updated its total number of shares outstanding as of 6/30/2018. As a result, the Reporting Group beneficially owned less than 10% of Issuer's total outstanding amount of the Subject Securities. The Reporting Group did not purchase or sell Subject Securities from the Initial Date of Event through and including 8/7/2018. This Form 3 is being filed because one or more members of the Reporting Group purchased additional Subject Securities on 8/8/2018 resulting in the Reporting Group once again becoming a 10% Owner.

	Dalbergia Investments LLC, By: /s/ John Rebele, Executive Vice President and Chief Financial Officer	08/10/2018
	Standard Industries Inc., By: /s/ John Rebele, Executive Vice President and Chief Financial Officer	08/10/2018
	Standard Industries Holdings Inc., By: /s/ John Rebele, Executive Vice President and Chief Financial Officer	08/10/2018
	G-I Holdings Inc., By: /s/ John Rebele, Executive Vice President and Chief Financial Officer	08/10/2018
	G Holdings LLC, By: /s/ John Rebele, Executive Vice President and Chief Financial Officer	08/10/2018
	G Holdings Inc., By: /s/ John Rebele, Executive Vice President and Chief Financial Officer	08/10/2018
	/s/ Ronnie F. Heyman	08/10/2018
	** Signature of Reporting Person	Date
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