4 1 pe03038001ab8.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 4 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP ( ) 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 Peninsula Partners, L.P. (a) 404 B East Main Street Charlottesville, VA 22902 2. Issuer Name and Ticker or Trading Symbol W.R. Grace & Co. GRA 3. IRS Number of Reporting Person (Voluntary) 4. Statement for Month/Year 8/01 5. If Amendment, Date of Original (Month/Year) 6. Relationship of Reporting Person(s)to Issuer (Check all applicable) ( ) Director (X) 10% Owner ( ) Officer (give title below) ( ) Other (specify below) 7. 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 ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED 1. Title of Security| 2. Transaction| 3. Transaction| 4. Securities | 5. Amount of | 6. Ownership |7. Nature of | (Instr. 3) | Date | Code | Acquired (A) | Securities | Form: | Indirect | | | (Instr. 8) | or Disposed | Beneficially | Direct (D) | Beneficial| | (Month/ | | of (D) | Owned at End | or Indirect| Ownership | | Day/ | | (Instr. 3,4, | of Month | (I) | (Instr. 4)| | Year) | | and 5) | (Instr. 3 and 4)| (Instr. 4) | | | | | | |(A) or| | | | | | | Code | V | Amount|(D) |Price| | | | _________________________________________________________________________________________________________________________________ Common Stock 8/06/01 P 31,900 A 1.62 (1) (1) Common Stock 8/07/01 P 187,600 A 1.62 10,765,600 (1) (1) ---------------------------------------------------------------------------------------------------------------------------------
TABLE II -- DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED 1. Title of | 2. Conver- | 3. Trans- | 4. Trans- | 5. Number of | 6. Date Exer- | 7. Title and Amount | Derivative | sion or | action | action | Derivative | cisable and | of Underlying | Security | Exercise | Date | Code | Securities | Expiration | Securities | (Instr. 3) | Price of | (Month/ | (Instr. | Acquired | Date | (Instr. 3 and 4) | | Deri- | Date/ | 8) | (A) or | (Month/Day/ | | | vative | Year) | | Disposed of | Year) | | | Security | | | (D) (Instr. | | | | | | | 3, 4 and 5) | | | | | |____________|_________________|___________________|_____________________| | | | | | | | | | | | | | | | | | | Date | Expira- | | Amount or | | | | | | | | Exer- | tion | | Number of | | | | Code | V | (A) | (D) | cisable | Date | Title | Shares | ___________________|_____________|____________|______|_____|________|________|_________|_________|________|____________|
| 8. Price of | 9. Number of | 10. Ownership | 11. Nature of | | Derivative | derivative | Form of | Indirect | | Security | Securities | Derivative | Beneficial | 2 | (Instr. 5) | Benefi- | Security | Ownership | | | cially | Direct (D) | (Instr. 4) | | | Owned at | or Indirect | | | | End of | (I) (Instr. | | | | Month | 4) | | | | (Instr. 4) | | |
3 Explanation of Responses: (a) Designated Filer is Peninsula Partners, L.P. ("Partners"). The other Reporting Persons are Peninsula Capital Appreciation, LLC ("Appreciation"), the general partner of Partners, and Peninsula Capital Advisors, LLC ("Advisors"), the investment manager to Partners. Appreciation and Advisors may be deemed to be beneficial owners of the reported shares but each disclaims beneficial ownership in the shares owned by Partners except to the extent of any indirect pecuniary interest therein. (1) Shares are owned directly by Partners, indirectly by Appreciation as general partner of Partners, and indirecty by Advisors as investment advisor to Partners. Signature of Reporting Person: Peninsula Partners, L.P. By: Peninsula Capital Appreciation, LLC General Partner By: /s/ R. Ted Weschler ------------------------------- R. Ted Weschler Managing Member Individually and as Power of Attorney for all other Reporting Persons Date: September 10, 2001 ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 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 sufficient, see Instruction 6 for procedure. 4 Joint Filer Information Name: Peninsula Capital Appreciation, LLC Address: 404 B East Main Street, Charlottesville, VA 22902 Designated Filer: Peninsula Partners, L.P. Issuer and Ticker Symbol: W.R. Grace & Co. ("GRA") Statement for Month/Year: 8/01 Name: Peninsula Capital Advisors, LLC Address: 404 B East Main Street, Charlottesville, VA 22902 Designated Filer: Peninsula Partners, L.P. Issuer and Ticker Symbol: W.R. Grace & Co. ("GRA") Statement for Month/Year: 8/01 5 03038001.AB8