X0303 4 2010-02-08 0 0001045309 W R GRACE & CO GRA 0001325901 Shelnitz Mark A C/O W. R. GRACE & CO. 7500 GRACE DRIVE COLUMBIA MD 21044 0 1 0 0 VP, Gen. Cnsl & Secretary Common Stock, par value $0.01 per share 2010-02-08 4 M 0 25000 13.68 A 78500 D Common Stock, par value $0.01 per share 9420.8496 I By Trust Common Stock, par value $0.01 per share 2010-02-08 4 S 0 25000 26.1339 D 53500 D Common Stock, par value $0.01 per share 9420.8496 I By Trust Employee Stock Options (rights to buy) 13.468 2010-02-08 4 M 0 25000 0 A 2003-05-10 2010-05-09 Common Stock 25000 0 D Each share of Common Stock also represents one Preferred Share Purchase Right. Each such right entitles the holder to purchase Preferred Stock or other securities or property upon the occurrence of certain events and subject to certain conditions. Exercise and sale pursuant to Rule 10b5-1 Trading Plan for options granted May 10, 2000 and expiring May 9, 2010. Price constitutes weighted average price of trades by the Reporting Person in the open market on the date indicated. Such shares are held in a "Rabbi" trust established by the issuer for the benefit of certain officers and directors. Michael W. Conron, Attorney-in-Fact 2010-02-09