GCP Applied (GCP) Form 3 GCP Applied / Naren B Srinivasan 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^*

Srinivasan Naren B

(Last) (First) (Middle)

62 WHITTEMORE AVE

(Street)

CAMBRIDGE MA 02140

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/09/2017

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	10% Owner
X	Officer (give title below)	Other (specify below)
VP Corporate Development

5. 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 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	33,420(1)	D

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
Employee Stock Options (rights to buy)	(2)	10/19/2020	Common Stock	20,513	19.81	D
Employee Stock Options (rights to buy)	(3)	02/08/2023	Common Stock	16,392	17.25	D
Employee Stock Options (rights to buy)	(4)	02/25/2023	Common Stock	16,581	17.04	D
Employee Stock Options (rights to buy)	(5)	02/27/2027	Common Stock	10,268	26.4	D

Explanation of Responses:

1. Includes 30,360 Restricted Stock Units (RSUs). Each RSU represents the right to receive one share of GCP common stock. RSUs vest upon the following schedule and are settled in shares of GCP common stock upon vesting: 10,097 RSUs vest on October 19, 2017; 4,105 RSUs vest on May 7, 2018; 9,467 RSUs vest on February 8, 2019; 1,570 RSUs vest on February 25, 2018; 1,570 RSUs vest on February 25, 2019;1,184 RSUs vest on February 27, 2018;1,184 RSUs vest on February 27, 2019; and 1,183 RSUs vest on February 27, 2020.

2. Options become exercisable in three substantially equal installments on October 19, 2016, October 19, 2017, and October 19, 2018.

3. Options become exercisable in three substantially equal installments on February 8, 2017, February 8, 2018, and February 8, 2019.

4. Options become exercisable in three substantially equal installments on February 25, 2017, February 25, 2018, and February 25, 2019.

5. Options become exercisable in three substantially equal installments on February 27, 2018, February 27, 2019, and February 27, 2020.

Remarks:

	/s/ John W. Kapples, Attorney-in-Fact	03/09/2017
	** 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 5 (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.
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