Statement of Changes in Beneficial Ownership (4)
23 September 2021 - 12:09AM
Edgar (US Regulatory)
FORM 4
[X] Check this box if no longer subject to Section 16.
Form 4 or Form 5 obligations may continue. See Instruction
1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
|
OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment
Company Act of 1940
|
|
| 1. Name
and Address of Reporting Person * Brown
Elizabeth C |
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 |
|
(Last)
(First)
(Middle)
C/O W. R. GRACE & CO., 7500 GRACE DRIVE |
3. Date of Earliest Transaction (MM/DD/YYYY)
9/22/2021
|
|
(Street)
COLUMBIA, MD 21044
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
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. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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 |
9/22/2021 |
|
D |
|
22537 |
D |
(1) |
0 |
D |
|
|
Common Stock, par value $0.01 per
share |
9/22/2021 |
|
A |
|
10750 (2) |
A |
(1) |
10750 |
D |
|
|
Common Stock, par value $0.01 per
share |
9/22/2021 |
|
D |
|
10750 (2) |
D |
(1) |
0 |
D |
|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. 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 |
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 of Derivative Security: 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) |
9/22/2021 |
|
D |
|
|
8241 |
(4) |
(4) |
Common Stock |
8241.0 |
(4) |
0 |
D |
|
|
Employee Stock Options (rights to
buy) |
$67.335 |
9/22/2021 |
|
D |
|
|
10210 |
(5) |
(5) |
Common Stock |
10210.0 |
(5) |
0 |
D |
|
|
Employee Stock Options (rights to
buy) |
$55.405 |
9/22/2021 |
|
D |
|
|
14394 |
(5) |
(5) |
Common Stock |
14394.0 |
(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. |
Reporting
Owners
|
|
Reporting Owner Name / Address |
Relationships
|
|
Director |
10% Owner |
Officer |
Other |
Brown Elizabeth C
C/O W. R. GRACE & CO.
7500 GRACE DRIVE
COLUMBIA, MD 21044 |
|
|
Sr. VP and CHRO |
|
Signatures
|
|
/s/ Sean E. Dempsey,
Attorney-in-Fact |
|
9/22/2021 |
| **Signature of
Reporting Person |
Date |
WR Grace (NYSE:GRA)
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