GRA WR Grace and Co

FORM 4 [X] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES                                                                                   
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940                       

1. Name and Address of Reporting Person * 40 North Latitude Fund LP	2. Issuer Name and Ticker or Trading Symbol W R GRACE & CO [ GRA ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    __X__ 10% Owner _____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle) 9 WEST 57TH STREET, 47TH FLOOR	3. Date of Earliest Transaction (MM/DD/YYYY) 9/22/2021
(Street) NEW YORK, NY 10019 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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 (1)	9/22/2021 (1)		J(1)		9865008	D	$70.00 (1)	0	I	By 40 North Latitude Master Fund Ltd. (2)(3)(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: 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

Explanation of Responses:
(1)	On September 22, 2021 (the "Effective Time"), pursuant to the terms of the Agreement and Plan of Merger, dated as of April 26, 2021, among the Issuer, W. R. Grace Holdings LLC (f/k/a Gibraltar Acquisition Holdings LLC) ("W. R. Grace Holdings"), and Gibraltar Merger Sub Inc. ("Merger Sub"), a wholly owned subsidiary of W. R. Grace Holdings (the "Merger Agreement"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and a direct wholly-owned subsidiary of W. R. Grace Holdings. At the Effective Time, pursuant to the terms of the Merger Agreement, each share of Issuer Common Stock beneficially owned by the Reporting Persons was converted into the right to receive $70.00 in cash (without interest).
(2)	In addition to 40 North Latitude Fund LP, a Delaware limited partnership ("40 North Latitude Feeder"), this Form 4 is being filed jointly by 40 North Latitude Master Fund Ltd., a Cayman Islands exempted company incorporated with limited liability ("40 North Latitude Master"), 40 North GP III LLC, a Delaware limited liability company ("40 North GP III"), David S. Winter, an American citizen, and David J. Millstone, an American citizen (all of the foregoing, collectively, the "Reporting Persons"), each of whom has the same business address as 40 North Latitude Feeder.
(3)	The securities reported on this Form 4 (the "Subject Securities") were held directly by 40 North Latitude Master, for which 40 North Latitude Feeder serves as a feeder fund. 40 North GP III is the general partner of 40 North Latitude Feeder, and Messrs. Winter and Millstone are the principals of 40 North GP III.
(4)	40 North Latitude Master and 40 North Latitude Feeder, as pooled investment vehicles with direct and indirect holdings, respectively, in the Subject Securities prior to their disposition at the Effective Time; 40 North GP III, as the general partner of 40 North Latitude Feeder; and Messrs. Winter and Millstone, as the principals of 40 North GP III; in each case, may have been deemed to beneficially own the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended. Each of the Reporting Persons disclaimed beneficial ownership of the Subject Securities except to the extent of any pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
40 North Latitude Fund LP 9 WEST 57TH STREET 47TH FLOOR NEW YORK, NY 10019		X
40 NORTH LATITUDE MASTER FUND LTD. 9 WEST 57TH STREET 47TH FLOOR NEW YORK, NY 10019		X
40 NORTH GP III LLC 9 WEST 57TH STREET 47TH FLOOR NEW YORK, NY 10019		X
WINTER DAVID S. 9 WEST 57TH STREET 47TH FLOOR NEW YORK, NY 10019		X
MILLSTONE DAVID J. 9 WEST 57TH STREET 47TH FLOOR NEW YORK, NY 10019		X

Signatures
40 North Latitude Fund LP, By: 40 North GP III LLC, By: /s/ David S. Winter, Principal, and /s/ David J. Millstone, Principal		9/22/2021
**Signature of Reporting Person		Date
40 North Latitude Master Fund Ltd., By: /s/ David S. Winter, Director, and /s/ David J. Millstone, Director		9/22/2021
**Signature of Reporting Person		Date
40 North GP III LLC, By: /s/ David S. Winter, Principal, and /s/ David J. Millstone, Principal		9/22/2021
**Signature of Reporting Person		Date
/s/ David S. Winter		9/22/2021
**Signature of Reporting Person		Date
/s/ David J. Millstone		9/22/2021
**Signature of Reporting Person		Date