0001045309-21-000112.txt : 20210922 0001045309-21-000112.hdr.sgml : 20210922 20210922195341 ACCESSION NUMBER: 0001045309-21-000112 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210922 FILED AS OF DATE: 20210922 DATE AS OF CHANGE: 20210922 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: La Force Andrew Hudson III CENTRAL INDEX KEY: 0001431218 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13953 FILM NUMBER: 211270648 MAIL ADDRESS: STREET 1: C/O W. R. GRACE & CO. STREET 2: 7500 GRACE DRIVE CITY: COLUMBIA STATE: MD ZIP: 21044 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: W R GRACE & CO CENTRAL INDEX KEY: 0001045309 STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [2800] IRS NUMBER: 650773649 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 7500 GRACE DRIVE CITY: COLUMBIA STATE: MD ZIP: 21044 BUSINESS PHONE: 410 531 4000 MAIL ADDRESS: STREET 1: 7500 GRACE DRIVE CITY: COLUMBIA STATE: MD ZIP: 21044 FORMER COMPANY: FORMER CONFORMED NAME: GRACE SPECIALTY CHEMICALS INC DATE OF NAME CHANGE: 19970902 4 1 wf-form4_163235480991724.xml FORM 4 X0306 4 2021-09-22 1 0001045309 W R GRACE & CO GRA 0001431218 La Force Andrew Hudson III C/O W. R. GRACE & CO. 7500 GRACE DRIVE COLUMBIA MD 21044 1 1 0 0 President and CEO Common Stock, par value $0.01 per share 2021-09-21 5 G 0 E 50000 0 D 73107 D Common Stock, par value $0.01 per share 2021-09-22 4 D 0 73107 D 0 D Common Stock, par value $0.01 per share 2021-09-22 4 A 0 68335 A 68335 D Common Stock, par value $0.01 per share 2021-09-22 4 D 0 68335 D 0 D Restricted Stock Units 2021-09-22 4 D 0 52069 D Common Stock 52069.0 0 D Employee Stock Options (rights to buy) 67.335 2021-09-22 4 D 0 26546 D Common Stock 26546.0 0 D Employee Stock Options (rights to buy) 55.405 2021-09-22 4 D 0 83747 D Common Stock 83747.0 0 D 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. 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. 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. 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. 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. 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. /s/ Sean E. Dempsey, Attorney-in-Fact 2021-09-22