SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 6)*

Under the Securities Exchange Act of 1934

W.R. GRACE & CO.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

38388F108

(CUSIP Number)

David S. Winter

David J. Millstone

40 North Management LLC

9 West 57th Street, 47th Floor

New York, New York 10019

(212) 821-1600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

COPIES TO:

Robert W. Downes, Esq.

Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004

(212) 558-4000

November 9, 2020

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1.	Names of Reporting Persons 40 NORTH MANAGEMENT LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	¨
	(b)	x
3.	SEC Use Only
4.	Source of Funds (See Instructions) AF
5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ¨
6.	Citizenship or Place of Organization DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 9,865,008
	8.	Shared Voting Power 0
	9.	Sole Dispositive Power 9,865,008
	10.	Shared Dispositive Power 0

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 9,865,008
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
13.	Percent of Class Represented by Amount in Row (11) 14.9%
14.	Type of Reporting Person (See Instructions) IA

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1.	Names of Reporting Persons 40 NORTH GP III LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	¨
	(b)	x
3.	SEC Use Only
4.	Source of Funds (See Instructions) AF
5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ¨
6.	Citizenship or Place of Organization DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 0
	8.	Shared Voting Power 9,865,008
	9.	Sole Dispositive Power 0
	10.	Shared Dispositive Power 9,865,008

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 9,865,008
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
13.	Percent of Class Represented by Amount in Row (11) 14.9%
14.	Type of Reporting Person (See Instructions) OO

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1.	Names of Reporting Persons 40 NORTH LATITUDE MASTER FUND LTD.
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	¨
	(b)	x
3.	SEC Use Only
4.	Source of Funds (See Instructions) WC
5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ¨
6.	Citizenship or Place of Organization CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 0
	8.	Shared Voting Power 9,865,008
	9.	Sole Dispositive Power 0
	10.	Shared Dispositive Power 9,865,008

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 9,865,008
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
13.	Percent of Class Represented by Amount in Row (11) 14.9%
14.	Type of Reporting Person (See Instructions) CO

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1.	Names of Reporting Persons 40 NORTH LATITUDE FUND LP
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	¨
	(b)	x
3.	SEC Use Only
4.	Source of Funds (See Instructions) WC
5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ¨
6.	Citizenship or Place of Organization DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 0
	8.	Shared Voting Power 9,865,008
	9.	Sole Dispositive Power 0
	10.	Shared Dispositive Power 9,865,008

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 9,865,008
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
13.	Percent of Class Represented by Amount in Row (11) 14.9%
14.	Type of Reporting Person (See Instructions) PN

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1.	Names of Reporting Persons DAVID S. WINTER
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	¨
	(b)	x
3.	SEC Use Only
4.	Source of Funds (See Instructions) AF
5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ¨
6.	Citizenship or Place of Organization UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 0
	8.	Shared Voting Power 9,865,008
	9.	Sole Dispositive Power 0
	10.	Shared Dispositive Power 9,865,008

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 9,865,008
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
13.	Percent of Class Represented by Amount in Row (11) 14.9%
14.	Type of Reporting Person (See Instructions) IN

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1.	Names of Reporting Persons DAVID J. MILLSTONE
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	¨
	(b)	x
3.	SEC Use Only
4.	Source of Funds (See Instructions) AF
5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ¨
6.	Citizenship or Place of Organization UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 0
	8.	Shared Voting Power 9,865,008
	9.	Sole Dispositive Power 0
	10.	Shared Dispositive Power 9,865,008

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 9,865,008
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
13.	Percent of Class Represented by Amount in Row (11) 14.9%
14.	Type of Reporting Person (See Instructions) IN

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AMENDMENT NO. 6 TO SCHEDULE 13D

This Amendment No. 6 supplements the information set forth in the Schedule 13D filed by 40 North Management LLC, a Delaware limited liability company, 40 North Latitude Fund LP, a Delaware limited partnership, 40 North GP III LLC, a Delaware limited liability company, 40 North Latitude Master Fund Ltd., a Cayman Islands exempted company incorporated with limited liability, David S. Winter, an American citizen, and David J. Millstone, an American citizen, with the United States Securities and Exchange Commission (the “SEC”) on May 7, 2018, as heretofore amended (the “Schedule 13D”), relating to Common Stock, par value $0.01 per share (the “Shares”), of W.R. Grace & Co., a Delaware corporation (the “Issuer”). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.

The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The Schedule 13D is hereby supplementally amended as follows:

Item 2. Identity and Background.

This statement on Schedule 13D is filed on behalf of 40 North Management LLC, a Delaware limited liability company (“40 North Management”), 40 North Latitude Fund LP, a Delaware limited partnership (“40 North Latitude Feeder”), 40 North GP III LLC, a Delaware limited liability company (“40 North GP III”), 40 North Latitude Master Fund Ltd., a Cayman Islands exempted company incorporated with limited liability (“40 North Latitude Master”), David S. Winter, an American citizen and David J. Millstone, an American citizen (all of the foregoing, collectively, the “Reporting Persons”).

This statement relates to Shares held by 40 North Latitude Master.

The principal business of each of 40 North Latitude Feeder and 40 North Latitude Master is the making of investments in securities and other assets. The principal business of 40 North GP III is to serve as general partner of 40 North Latitude Feeder. 40 North Management serves as principal investment manager to 40 North Latitude Feeder and 40 North Latitude Master. As such, 40 North Management has been granted investment discretion over portfolio investments, including the Shares. David S. Winter and David J. Millstone serve as the sole members and principals of each of 40 North Management and 40 North GP III, and as the sole directors of 40 North Latitude Master. The principal business address of all of the Reporting Persons, is 9 West 57th Street, 47th Floor, New York, New York 10019. A joint filing agreement of the Reporting Persons is attached hereto as Exhibit 1.

During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

The responses to Items 4, 5 and 6 of this Schedule 13D are incorporated herein by reference.

The Shares reported herein were purchased by 40 North Latitude Master using working capital. The total purchase price for the Shares reported herein was $640,071,630. All or part of the Shares owned by the Reporting Persons may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such bank(s) or brokerage firm(s) to the Reporting Persons. Such indebtedness may be refinanced with other banks or broker dealers.

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Item 4. Purpose of Transaction.

Item 4 of this Schedule 13D is hereby amended and supplemented by adding the following information:

On November 9, 2020, 40 North Management delivered a letter to the board of directors (the “Board”) of the Issuer (the “Offer Letter”), pursuant to which 40 North Management and its affiliated investment funds have proposed to acquire the Issuer for a price of $60.00 per Share in cash (the “Proposed Transaction”). In connection with the Proposed Transaction, the Reporting Persons will seek to obtain access to, and review, due diligence materials from the Issuer and conduct discussions with the Issuer regarding the terms of the Proposed Transaction. The Reporting Persons may change the terms of the Proposed Transaction, determine to accelerate or terminate discussions with the Issuer with respect to the Proposed Transaction, withdraw the Proposed Transaction, take any action to facilitate or increase the likelihood of consummation of the Proposed Transaction, or change their intentions with respect to any such matters, in each case at any time and without prior notice.  The Reporting Persons and their affiliates may, directly or indirectly, take such additional steps as they may deem appropriate to further the Proposed Transaction, including, without limitation, (i) engaging in discussions with other shareholders, potential sources of financing, advisors, and other relevant parties, and (ii) entering into confidentiality arrangements, financing commitments, and other agreements, arrangements and understandings as may be appropriate in connection with the Proposed Transaction.

The foregoing summary of the Offer Letter is qualified in its entirety by reference to the full text of the Offer Letter, a copy of which is attached hereto as Exhibit 5 and is incorporated by reference herein. The Proposed Transaction may result in one or more of the actions specified in clauses (a)−(j) of Item 4 of Schedule 13D, including the acquisition or disposition of additional securities of the Issuer, a merger or other extraordinary corporate transaction involving the Issuer, a change to the present Board of the Issuer, a change to the present capitalization or dividend policy of the Issuer, the delisting of the Issuer’s securities from the New York Stock Exchange, and a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934.

There can be no assurance as to the outcome of any discussions related to the Proposed Transaction or that the Proposed Transaction will be consummated.

Item 5. Interest in Securities of the Issuer.

(a)– (b) Each of 40 North Management, 40 North Latitude Master, 40 North Latitude Feeder, 40 North GP III, Mr. Winter and Mr. Millstone may be deemed the beneficial owner of all of the Shares reported herein, which represent approximately 14.9% of the Issuer’s outstanding Shares. 40 North Management may be deemed to have sole power to vote and sole power to dispose of all of the Shares, whereas the other Reporting Persons having beneficial ownership may be deemed to have shared power to vote and shared power to dispose of such Shares as they may be deemed to have beneficial ownership of.

The percentage in the immediately foregoing paragraph is calculated based on a total of 66,190,280 Shares outstanding as of October 31, 2020 (based on the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 4, 2020).

(c)  There have been no transactions with respect to the Shares during the sixty days prior to the date hereof by any of the Reporting Persons.

(d)In addition to the Reporting Persons, the limited partners of (or investors in) 40 North Latitude Feeder or its subsidiaries or affiliated entities, have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the account of 40 North Latitude Feeder in accordance with their respective limited partnership interests (or investment percentages).

(e) Not applicable.

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Item 7. Material to be Filed as Exhibits.

Exhibit 1 – Agreement by and among 40 North Management, 40 North GP III, 40 North Latitude Feeder, 40 North Latitude Master, David S. Winter and David J. Millstone to file this Schedule 13D and any amendments thereto jointly on behalf of each of them.

Exhibit 2 – Letter of Resignation from Kathleen G. Reiland, dated October 13, 2020 (incorporated by reference to Exhibit 2 to Schedule 13D (Amendment No. 5) filed by the Reporting Persons on October 14, 2020).

Exhibit 3 – Letter Agreement between the Issuer and 40 North Management, 40 North Latitude Feeder, 40 North GP III and 40 North Latitude Master, dated February 20, 2019 (incorporated by reference to Exhibit 3 to Schedule 13D (Amendment No. 4) filed by the Reporting Persons on February 20, 2019).

Exhibit 4 – Confidentiality Agreement between the Issuer and 40 North Management, 40 North Latitude Feeder, 40 North GP III and 40 North Latitude Master, dated February 20, 2019 (incorporated by reference to Exhibit 4 to Schedule 13D (Amendment No. 4) filed by the Reporting Persons on February 20, 2019).

Exhibit 5 – Offer Letter to the Board of Directors of the Issuer, dated November 9, 2020.

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: November 9, 2020	40 NORTH MANAGEMENT LLC
	By:
		/s/ David S. Winter
		David S. Winter
		Principal

By:
	/s/ David J. Millstone
	David J. Millstone
	Principal

Date: November 9, 2020	40 NORTH LATITUDE FUND LP
	By 40 North GP III LLC, its General Partner
	By:
		/s/ David S. Winter
		David S. Winter
		Principal

By:
	/s/ David J. Millstone
	David J. Millstone
	Principal

Date: November 9, 2020	40 NORTH LATITUDE MASTER FUND LTD.
	By:
		/s/ David S. Winter
		David S. Winter
		Director

By:
	/s/ David J. Millstone
	David J. Millstone
	Director

Date: November 9, 2020	40 NORTH GP III LLC
	By:
		/s/ David S. Winter
		David S. Winter
		Principal

By:
	/s/ David J. Millstone
	David J. Millstone
	Principal

Date: November 9, 2020	DAVID S. WINTER
	By:
		/s/ David S. Winter

Date: November 9, 2020	DAVID J. MILLSTONE
	By:
		/s/ David J. Millstone

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EX-1

Exhibit 1

AGREEMENT

JOINT FILING OF SCHEDULE 13D

The undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13D and any future amendments thereto reporting each of the undersigned’s ownership of securities of W.R. Grace & Co., and hereby affirm that such Schedule 13D is being filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Date: November 9, 2020	40 NORTH MANAGEMENT LLC
	By:
		/s/ David S. Winter
		David S. Winter
		Principal

By:
	/s/ David J. Millstone
	David J. Millstone
	Principal

Date: November 9, 2020	40 NORTH LATITUDE FUND LP
	By 40 North GP III LLC, its General Partner
	By:
		/s/ David S. Winter
		David S. Winter
		Principal

By:
	/s/ David J. Millstone
	David J. Millstone
	Principal

Date: November 9, 2020	40 NORTH LATITUDE MASTER FUND LTD.
	By:
		/s/ David S. Winter
		David S. Winter
		Director

By:
	/s/ David J. Millstone
	David J. Millstone
	Director

Date: November 9, 2020	40 NORTH GP III LLC
	By:
		/s/ David S. Winter
		David S. Winter
		Principal

By:
	/s/ David J. Millstone
	David J. Millstone
	Principal

Date: November 9, 2020	DAVID S. WINTER
	By:
		/s/ David S. Winter

Date: November 9, 2020	DAVID J. MILLSTONE
	By:
		/s/ David J. Millstone

EX-5

Exhibit 5

 

November 9, 2020

Board of Directors

W.R. Grace & Co.

7500 Grace Drive

Columbia, MD 21044

Dear Members of the Board:

On behalf of 40 North Management LLC and its affiliated investment funds (collectively, “40 North”), we are pleased to submit this offer (the “Proposal”) to acquire 100% of the outstanding share capital of W.R. Grace & Co. (“Grace” or the “Company”) for $60 per share in cash.

Our offer represents a premium of 50% over the Company’s unaffected share price prior to the date 40 North filed its most recent Schedule 13D amendment on October 14, 2020. This price also represents a 42% premium over the Company’s unaffected 30-day volume-weighted average price (“VWAP”).¹ We strongly believe that our Proposal represents compelling value and certainty to shareholders, especially given the Company’s significant underperformance since the spin-off of GCP Applied Technologies (“GCP”) in February 2016. In fact, our offer represents the highest multiple offered relative to catalyst technologies precedent transactions over the last 15 years.²

We have retained Citi as our financial adviser and our Proposal does not include any financing contingency. As a privately-held investment fund with full discretion over the investment of the funds we manage, we do not require any corporate or shareholder approvals to consummate a transaction.

We have also conducted an analysis of the regulatory approvals that would be required in connection with the proposed transaction and we are confident that the transaction would receive all necessary approvals in a timely manner. We do not anticipate any material antitrust or other regulatory issues that would extend the normal timetable for closing a transaction of this nature.

As a significant and longstanding shareholder in the Company, we believe this Proposal delivers full value to all shareholders and is well in excess of what the Company will be able to achieve on its current course. In connection with our Proposal, we are prepared to enter into a customary agreement for transactions of this nature, which, assuming we move swiftly toward a definitive agreement, would include a “go shop” provision that would allow the Grace Board of Directors (the “Board”) to solicit competing proposals for a period following execution of the agreement. Our proposal thus guarantees that the Company can secure a healthy premium for its stockholders while holding open the opportunity to obtain an even higher valuation. Our Proposal is subject to execution of a definitive transaction agreement and completion of a confirmatory due diligence review of the Company, which we are prepared to commence immediately.

¹ Bloomberg, as of October 13, 2020.

² Transactions include: Honeywell/UOP, BASF/Engelhard, Carlyle/PQ Corporation, Clariant/Sud Chemie, Johnson Matthey/Formox, Grace/Dow PP Catalyst, Grace/BASF Polyolefin, Grace/Albemarle, Chatterjee-Rhone/Lummus, and Evonik/Porocel.

40 NORTH

9 WEST 57TH STREET, 46TH FL.

NEW YORK, NY 10019

212.821.1600

We are confident that we can complete our confirmatory due diligence in three to four weeks, provided we receive your cooperation, appropriate access to management and the requisite information. Given our extensive review to date of publicly available information, our remaining due diligence will be expedited and highly focused.

About Us

40 North is the related investment business of Standard Industries, a privately-held, global diversified industrial company with interests in building materials, including the world’s largest roofing and waterproofing manufacturer. With over 15,000 employees, operations in more than 80 countries, and over 180 manufacturing plants worldwide, Standard offers innovative solutions with an eye toward creating long-term value and building world-class assets. In addition, we are experienced owners and operators of specialty chemicals businesses, most significantly through our ownership of International Specialty Products, Inc., a leading global supplier of specialty chemicals and performance-enhancing products for a wide variety of consumer and industrial markets, which we sold to Ashland Inc. in 2011 for more than $3 billion.

Importantly, for all of Grace’s stakeholders, we have differentiated ourselves as operators through our ability to drive industry-setting standards of manufacturing excellence. Our 130-year history has shown us that achieving these results comes from a relentless focus on recruiting and retaining the best and brightest talent and sharing best practices from across our global network. Together with our long-term investment horizon, the themes of manufacturing excellence, investment in human capital and commitment to innovation have defined our businesses globally.

Background to the Proposal

As long-term shareholders of Grace, and through both our constructive dialogue with the Company’s management and our previous appointment of Kathleen Reiland to the Board, we have patiently supported Grace through many critical junctures since the spin-off of GCP. At the time of the GCP spin-off in 2016, a tremendous amount of work was done by the Company, and significant costs were incurred, to create a “New Grace” with the expectation that the Company would re-rate positively, enhance operational performance and drive significant shareholder value. To date, these goals have remained elusive.

Despite leading market positions across many of Grace’s businesses worldwide, adjusted EBITDA margins have eroded 1.7%, from 38.3% to 36.6%, for Grace’s Catalysts Technologies division and 4.1%, from 28.4% to 24.3%, for the Company’s Materials Technologies division from 2016-2019.³ Grace’s inability to communicate effectively regarding its environmental liability has created a further and significant drag on its performance. As a result of these and other related issues, Grace has underperformed the S&P 500 by 138%⁴ since the spin-off of GCP and is currently trading at 8.1x⁵ EV/EBITDA, which is ~2.5x below its historical multiple⁶ and ~3.0x below its proxy peers⁷. We believe shareholders deserve more than the consistent value destruction they have witnessed since 2016 and that a sale of the Company would give them a direct path to realizing a compelling premium for their shares and immediate liquidity, with far greater certainty than if Grace were to remain a publicly traded company in this uncertain economic environment.

³ GRA 2018 & 2019 10-K.

⁴ Bloomberg, as of October 13, 2020. Total return analysis inclusive of dividends reinvested in security.

⁵ Bloomberg, as of October 13, 2020. Based on 2021E Consensus EBITDA

⁶ Bloomberg, as of October 13, 2020. NTM EBITDA multiple since GCP spin-off.

⁷ Bloomberg, as of October 13, 2020. Based on 2021E Consensus EBITDA. Proxy peers as defined by GRA include: ALB, ASH, CBT, CE, ESI, FMC, FOE, FUL, GCP, HXL, IFF, MTX NEU, OLN, RPM and SXT.

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40 North is a uniquely qualified buyer that will strengthen the Company’s business for all constituencies, and is offering full value to current shareholders.

Next Steps

As a next step, we would welcome the opportunity to discuss this Proposal with the Board, and to work out the details for moving toward a definitive transaction agreement. Due to our obligations under applicable securities laws given our ownership in the Company, we intend to promptly file a Schedule 13D amendment, including a copy of this letter, with the Securities and Exchange Commission.

We want to thank the members of the Board for considering this Proposal. Grace is an outstanding business with advanced technologies and leading market positions. We believe this Proposal to take the Company private represents the most credible path to unlock value for the Company and its shareholders with a high level of certainty. As long-term owners and operators of both industrial and investment businesses, we are prepared to work constructively with the Board and Grace’s management to achieve these goals.

Please do not hesitate to contact us with questions, and we look forward to hearing from you soon.

Yours sincerely,

/s/ David J. Millstone	/s/ David S. Winter
David J. Millstone	David S. Winter

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