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