SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 13)*

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

August 31, 2021

(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

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

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

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

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

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

AMENDMENT NO. 13 TO SCHEDULE 13D

This Amendment No. 13 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.

Item 4. Purpose of Transaction.

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

On August 31, 2021, in anticipation of the closing of its acquisition of the Issuer, Standard Industries Holdings Inc. (“Standard Industries Holdings”) issued a press release announcing that Bhavesh V. (Bob) Patel will join Standard Industries Holdings as CEO of the Issuer, effective January 2022.  40 North Management is a related investment business of Standard Industries Holdings.  A copy of the press release is attached hereto as Exhibit 14 and is incorporated by reference herein.

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 66,269,338 Shares outstanding as of July 31, 2021 (based on the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 2, 2021).

(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.

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 (incorporated by reference to Exhibit 5 to Schedule 13D (Amendment No. 6) filed by the Reporting Persons on November 9, 2020).

Exhibit 6 – Press Release with Offer Letter to the Board of Directors of the Issuer, dated January 11, 2021 (incorporated by reference to Exhibit 6 to Schedule 13D (Amendment No. 7) filed by the Reporting Persons on January 11, 2021).

Exhibit 7 – Letter Agreement between the Issuer and 40 North Management, 40 North Latitude Feeder, 40 North GP III and 40 North Latitude Master, dated February 1, 2021 (incorporated by reference to Exhibit 7 to Schedule 13D (Amendment No. 8) filed by the Reporting Persons on February 1, 2021).

Exhibit 8 – Press Release with Offer Letter to the Board of Directors of the Issuer, dated April 1, 2021 (incorporated by reference to Exhibit 8 to Schedule 13D (Amendment No. 9) filed by the Reporting Persons on April 1, 2021).

Exhibit 9 – Letter to the President and Chief Executive Officer of the Issuer, dated April 6, 2021 (incorporated by reference to Exhibit 9 to Schedule 13D (Amendment No. 10) filed by the Reporting Persons on April 6, 2021).

Exhibit 10 – Amendment to the Letter Agreement between the Issuer and 40 North Management, 40 North Latitude Feeder, 40 North GP III and 40 North Latitude Master, dated April 14, 2021 (incorporated by reference to Exhibit 10 to Schedule 13D (Amendment No. 11) filed by the Reporting Persons on April 14, 2021).

Exhibit 11 – Press Release dated April 14, 2021 (incorporated by reference to Exhibit 11 to Schedule 13D (Amendment No. 11) filed by the Reporting Persons on April 14, 2021).

Exhibit 12 – Voting Agreement between the Issuer and 40 North Latitude Master, dated April 26, 2021 (incorporated by reference to Exhibit 12 to Schedule 13D (Amendment No. 12) filed by the Reporting Persons on April 26, 2021).

Exhibit 13 – Second Amendment to the Letter Agreement between the Issuer and 40 North Management, 40 North Latitude Feeder, 40 North GP III and 40 North Latitude Master, dated April 26, 2021 (incorporated by reference to Exhibit 13 to Schedule 13D (Amendment No. 12) filed by the Reporting Persons on April 26, 2021).

Exhibit 14 Press Release dated August 31, 2021.

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: August 31, 2021	40 NORTH MANAGEMENT LLC
	By:
		/s/ David S. Winter
		David S. Winter
		Principal

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

Date: August 31, 2021	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: August 31, 2021	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: August 31, 2021	40 NORTH GP III LLC
	By:
		/s/ David S. Winter
		David S. Winter
		Principal

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

Date: August 31, 2021	DAVID S. WINTER
	By:
		/s/ David S. Winter

Date: August 31, 2021	DAVID J. MILLSTONE
	By:
		/s/ David J. Millstone

EX-99.1

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: August 31, 2021	40 NORTH MANAGEMENT LLC
	By:
		/s/ David S. Winter
		David S. Winter
		Principal

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

Date: August 31, 2021	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: August 31, 2021	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: August 31, 2021	40 NORTH GP III LLC
	By:
		/s/ David S. Winter
		David S. Winter
		Principal

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

Date: August 31, 2021	DAVID S. WINTER
	By:
		/s/ David S. Winter

Date: August 31, 2021	DAVID J. MILLSTONE
	By:
		/s/ David J. Millstone

EX-99.14

Exhibit 14

STANDARD INDUSTRIES ANNOUNCES BOB PATEL

TO JOIN AS CEO OF W. R. GRACE

Appointment to Take Effect January 2022

Brings Over 30 Years of Experience Transforming

Industrial Businesses

(August 31, 2021, NEW YORK, N.Y.)—Standard Industries Holdings (“Standard”), a privately-held global industrial company, today announced, in anticipation of the closing of its acquisition of W. R. Grace (“Grace”), that Bhavesh V. (Bob) Patel will join the company as CEO of Grace, effective January 2022.

“We’re thrilled to welcome Bob to the Standard family as CEO of W. R. Grace,” said David Winter and David Millstone, Co-CEOs of Standard Industries. “Bob has for decades been a visionary leader in the industry, with a record of transforming businesses to achieve robust, sustainable growth. He has proven himself to be the right person to lead Grace’s exceptional team and help architect Standard’s investment in the advanced materials space. He will be instrumental in taking Grace into its next chapter as we ensure a seamless transition post-close and embark on an ambitious growth strategy.”

Patel will join Standard from LyondellBasell, where he has served as Chief Executive Officer since 2015 and led a period of extraordinary growth for the company. From 2010 to 2014, Patel led significant restructuring efforts in both the U.S. and Europe to optimize the company’s cost structure and geographic footprint. Throughout his time at LyondellBasell, he significantly increased earnings power through a number of strategic investments—including acquiring A. Schulman and building world-scale manufacturing facilities—and greatly expanded the company’s sustainability initiatives. During his tenure, LyondellBasell was named to Fortune Magazine’s “World’s Most Admired Companies” list for four years in a row. Prior to joining LyondellBasell in 2010, Patel spent 20 years at Chevron Phillips Chemical Co., where he held positions in manufacturing and led several businesses in the U.S. and Asia.

“It’s a privilege to join Standard Industries and to be asked to lead W. R. Grace through its next

chapter,” Patel said. “Grace is an iconic company and a fundamentally strong business driven by its exceptionally talented employees. I look forward to working with the leadership team at Grace to take the company to new heights.”

Patel will succeed Hudson La Force, who has served as CEO of Grace since 2018. Under La Force’s leadership, Grace has made significant investments to deliver higher growth in its catalysts and materials businesses. La Force will continue as CEO until the end of the year and will join Standard’s advisory board in January 2022.

“Hudson is an exemplary leader who has been instrumental in building Grace into the leading global chemicals business it is today. We appreciate his continued service as CEO through the end of the year and are excited to welcome him to Standard’s advisory board,” said Winter and Millstone.

About Standard Industries:

Standard Industries is a privately-held global industrial company operating in over 80 countries with over 15,000 employees. The Standard ecosystem spans a broad array of holdings, technologies and investments—including both public and private companies from early to late-stage—as well as world-class building materials assets and next-generation solar solutions. Throughout its 140-year history, Standard has leveraged its deep industry expertise and vision to create outsize value across its businesses, which today include operating companies GAF, BMI, Siplast, GAF Energy, Schiedel and SGI, as well as related businesses 40 North, a multi-billion-dollar investment platform, 40 North Ventures and Winter Properties.

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Media Contacts:

Patrick Ryan

Edelman

610-306-7536

Patrick.Ryan@edelman.com

Josh Hochberg

Edelman

917-848-7194

Josh.Hochberg@edelman.com

Beth Kseniak

Standard Industries

917-509-7031

beth.kseniak@standardindustries.com