SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Dalbergia Investments LLC

(Last) (First) (Middle)
1 CAMPUS DRIVE

(Street)
PARSIPPANY NJ 07054

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
GCP Applied Technologies Inc. [ GCP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/08/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, $0.01 par value 08/08/2018 P 200,000 A $25.0829(1) 2,318,670 D(2)(3)(4)
Common Stock, $0.01 par value 08/08/2018 P 153,000 A $25.1149(5) 2,471,670 D(2)(3)(4)
Common Stock, $0.01 par value 08/08/2018 P 49,303 A $25.3804(6) 2,520,973 D(2)(3)(4)
Common Stock, $0.01 par value 08/08/2018 P 395,000 A $25.0645(7) 2,915,973 D(2)(3)(4)
Common Stock, $0.01 par value 08/09/2018 P 6,900 A $25.496(8) 2,922,873 D(2)(3)(4)
Common Stock, $0.01 par value 08/09/2018 P 5,297 A $25.4152(9) 2,928,170 D(2)(3)(4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Dalbergia Investments LLC

(Last) (First) (Middle)
1 CAMPUS DRIVE

(Street)
PARSIPPANY NJ 07054

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Standard Industries Inc.

(Last) (First) (Middle)
1 CAMPUS DRIVE,

(Street)
PARSIPPANY NJ 07054

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Standard Industries Holdings Inc.

(Last) (First) (Middle)
1011 CENTRE ROAD
SUIT 315

(Street)
WILMINGTON DE 19805

(City) (State) (Zip)
1. Name and Address of Reporting Person*
G-I Holdings Inc.

(Last) (First) (Middle)
1 CAMPUS DRIVE

(Street)
PARSIPPANY NJ 07054

(City) (State) (Zip)
1. Name and Address of Reporting Person*
G Holdings LLC

(Last) (First) (Middle)
1 CAMPUS DRIVE

(Street)
PARSIPPANY NJ 07054

(City) (State) (Zip)
1. Name and Address of Reporting Person*
G Holdings Inc.

(Last) (First) (Middle)
1 CAMPUS DRIVE

(Street)
PARSIPPANY NJ 07054

(City) (State) (Zip)
Explanation of Responses:
1. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $24.7000 to $25.4250. The Reporting Persons (as defined in footnote 2 below) undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnotes 1, 5, 6, 7, 8, and 9 to this Form 4.
2. In addition to Dalbergia Investments LLC, a Delaware limited liability company ("Dalbergia"), this Form 4 is being filed jointly by Standard Industries Inc., a Delaware corporation ("Standard Industries"), Standard Industries Holdings Inc., a Delaware corporation ("Standard Holdings"), G-I Holdings Inc., a Delaware corporation ("G-I Holdings"), G Holdings LLC, a Delaware limited liability company ("G Holdings LLC"), and G Holdings Inc., a Delaware corporation ("G Holdings Inc.," and all of the foregoing, collectively, the "Reporting Persons"). The principal business address of Dalbergia, Standard Industries, G-I Holdings, G Holdings LLC and G Holdings Inc. is 1 Campus Drive, Parsippany, New Jersey 07054. The principal business address of Standard Holdings is 1011 Centre Road, Suite 315, Wilmington, Delaware 19805.
3. The securities reported on this Form 4 (the "Subject Securities") are held directly by Dalbergia. Standard Industries is the sole owner of Dalbergia, and each of Standard Holdings, G-I Holdings, G Holdings LLC and G Holdings Inc. is directly or indirectly a controlling owner of Standard Industries.
4. Dalbergia, Standard Industries, Standard Holdings, G-I Holdings, G Holdings LLC and G Holdings Inc., as entities with direct and indirect holdings, respectively, in the Subject Securities, may be deemed to beneficially own the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Each of the Reporting Persons disclaims beneficial ownership of the Subject Securities except to the extent of any pecuniary interest therein.
5. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $25.0250 to $25.3000.
6. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $25.2250 to $25.4500.
7. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $24.6500 to $25.1500.
8. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $25.4750 to $25.5000.
9. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $25.2250 to $25.5000.
Dalbergia Investments LLC, By: /s/ John Rebele, Executive Vice President and Chief Financial Officer 08/10/2018
Standard Industries Inc., By: /s/ John Rebele, Executive Vice President and Chief Financial Officer 08/10/2018
Standard Industries Holdings Inc., By: /s/ John Rebele, Executive Vice President and Chief Financial Officer 08/10/2018
G-I Holdings Inc., By: /s/ John Rebele, Executive Vice President and Chief Financial Officer 08/10/2018
G Holdings LLC, By: /s/ John Rebele, Executive Vice President and Chief Financial Officer 08/10/2018
G Holdings Inc., By: /s/ John Rebele, Executive Vice President and Chief Financial Officer 08/10/2018
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.