SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549



SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
UNDER SECTION 13(E) OF
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)



W. R. GRACE & CO.
(Name of the Issuer)



W. R. Grace & Co.
Gibraltar Merger Sub Inc.
W. R. Grace Holdings LLC
W. R. Grace Midco Holdings LLC
W. R. Grace Parent Holdings LLC
Standard Industries Inc.
Standard Industries Holdings Inc.
40 North Management LLC
40 North Latitude Fund LP
40 North GP III LLC
40 North Latitude Master Fund Ltd.
David S. Winter
David J. Millstone
 (Names of Persons Filing Statement)

Common Stock, par value $0.01 per share
(Title of Class of Securities)

38388F108
(CUSIP Number of Class of Securities)



W. R. Grace & Co.
 
40 North Management LLC
7500 Grace Drive
Columbia, Maryland 21044
 
9 West 57th Street, 47th Floor
New York, New York 10019
Phone: (410) 531-4000
 
Phone: (212) 821-1600
Attn: Cherée Johnson
 
Attn: Jason Pollack

(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices
and Communications on Behalf of the Persons Filing Statement)

With copies to
Wachtell, Lipton, Rosen & Katz
 
Sullivan & Cromwell LLP
51 West 52nd Street
 
125 Broad Street
New York, NY 10019
 
New York, NY 10004
(212) 403-1000
 
(212) 558-4000
Attn: Andrew R. Brownstein, Gregory E. Ostling & Mark A. Stagliano
 
Attn: Matthew G. Hurd & Scott B. Crofton



This statement is filed in connection with (check the appropriate box):

a. ☒ The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
b. ☐ The filing of a registration statement under the Securities Act of 1933.
c. ☐ A tender offer.
d. ☐ None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☐

Check the following box if the filing is a final amendment reporting the results of the transaction: ☒

Calculation of Filing Fee
Maximum aggregate value of transaction*
$4,682,582,155
Amount of filing fee**
$510,870


*
Solely for purposes of calculating the filing fee, the underlying value of the transaction was calculated based upon the sum of: (a) the product of 66,269,338 shares of Grace common stock and the per share merger consideration of $70.00; (b) the product of (i) 680,261 shares of Grace common stock issuable upon exercise of options with an exercise price below the per share merger consideration of $70.00 and (ii) the difference between $70.00 and the weighted average exercise price of such options of $61.63; (c) the product of 273,208 shares of Grace common stock underlying restricted stock units that are not subject to performance vesting and the per share merger consideration of $70.00; and (d) the product of 270,145 shares of Grace common stock underlying performance-based restricted stock units and the per share merger consideration of $70.00.

** In accordance with Section 14(g) of the Securities Exchange Act of 1934, the filing fee was determined by multiplying 0.00010910 by $4,682,582,155.

Check the box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid.  Identify the previous filing by registration statement number, or the Form or Schedule, and the date of its filing.

Amount Previously Paid:
 
$510,870
 
Filing Party:
 
W. R. Grace & Co.
Form or Registration No.:
 
Preliminary Proxy Statement on Schedule 14A, Amendment No. 1 and Amendment No. 3
 
Date Filed:
 
May 24, 2021, June 21, 2021 and July 26, 2021



INTRODUCTION
 
This Amendment No. 3 (this “Final Amendment”) to the Transaction Statement on Schedule 13E-3 (“Transaction Statement”) is being filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), by (i) W. R. Grace & Co. (“Grace”); (ii) W. R. Grace Holdings LLC (fka Gibraltar Acquisition Holdings LLC), a Delaware limited liability company (“Parent”); (iii) Gibraltar Merger Sub Inc., a Delaware corporation (“Merger Sub”); (iv) W. R. Grace Midco Holdings LLC (fka Gibraltar Midco Holdings LLC), a Delaware limited liability company; (v) W. R. Grace Parent Holdings LLC (fka Gibraltar Parent Holdings LLC), a Delaware limited liability company; (vi) Standard Industries Inc., a Delaware corporation; (vii) Standard Industries Holdings Inc., a Delaware corporation; (viii) 40 North Management LLC, a Delaware limited liability company; (ix) 40 North Latitude Fund LP, a Delaware limited partnership; (x) 40 North GP III LLC, a Delaware limited liability company; (xi) 40 North Latitude Master Fund Ltd., a Limited Company incorporated in the Cayman Islands; (xii) David S. Winter, a U.S. citizen; and (xiii) David J. Millstone, a U.S. citizen (each of (i) through (xiii) a “Filing Person,” and collectively, “Filing Persons”).
 
This Final Amendment is being filed pursuant to Rule 13e-3(d)(3) under the Exchange Act to report the results of the transaction that is subject to this Final Amendment.
 
Except as otherwise set forth herein, the information set forth in the Transaction Statement remains unchanged and is incorporated by reference into this Final Amendment.
 
While each of the Filing Persons acknowledges that the merger (as defined below) is a going private transaction for purposes of Rule 13e-3 under the Exchange Act, the filing of this Transaction Statement shall not be construed as an admission by any Filing Person, or by any affiliate of a Filing Person, that, prior to the merger,  Grace was “controlled” by any of the Filing Persons or their respective affiliates.
 
All information contained in, or incorporated by reference into, this Transaction Statement concerning each Filing Person has been supplied by such Filing Person.
 

Item 15.
Additional Information (Regulation M-A Item 1011)
 
(c) Other material information.  The information set forth in response to Item 1011(c) of Regulation M-A is hereby amended and supplemented as follows:
 
On September 17, 2021, at a special meeting of Grace stockholders, Grace stockholders voted to (i) adopt the Agreement and Plan of Merger, dated as of April 26, 2021 (as it may be amended from time to time, the “Merger Agreement”), by and among Grace, Parent and Merger Sub and (ii) approve, by a non-binding advisory vote, certain compensation that may be paid or become payable to Grace’s named executive officers in connection with the merger.
 
On September 22, 2021, Grace filed a Certificate of Merger with the Secretary of State of the State of Delaware, pursuant to which Merger Sub was merged with and into Grace (the “merger”), with Grace continuing as the surviving corporation in the merger.  As a result of the merger, Grace became a wholly owned subsidiary of Parent.
 
Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the merger (the “Effective Time”), each then-outstanding share of common stock, par value $0.01 per share (“Grace common stock”) (other than shares of Grace common stock held by Grace, Parent or their subsidiaries as provided in the Merger Agreement) was cancelled and retired and automatically converted into the right to receive an amount in cash equal to $70.00 (the “Merger Consideration”), without interest and less any applicable withholding taxes.
 
At the Effective Time, each option to purchase shares of Grace common stock (each, a “Company Option”) and each stock appreciation right with respect to shares of Grace common stock (each, a “Company SAR”) that was outstanding immediately prior to the Effective Time vested and was converted into the right to receive an amount in cash equal to the product of the Merger Consideration (less the applicable exercise price) and the number of shares of Grace common stock covered by such Company Option or Company SAR (without interest and less applicable withholding taxes). Any Company Option or Company SAR that had a per share exercise price that was greater than or equal to the Merger Consideration was cancelled at the Effective Time for no consideration or payment.
 
Additionally, at the Effective Time, each restricted stock unit award and each performance-based unit award relating to shares of Grace common stock that was outstanding immediately prior to the Effective Time was assumed and converted into the right to receive an amount in cash (without interest) equal to the product obtained by multiplying the Merger Consideration by the number of shares of Grace common stock covered by such award immediately prior to the Effective Time, which converted cash awards are subject to continued service vesting and other terms as set forth in the Merger Agreement.
 
In connection with the completion of the merger, Grace common stock has ceased to trade on the New York Stock Exchange (“NYSE”).  On September 22, 2021, Grace requested that NYSE file with the SEC a notification of removal from listing on Form 25 with respect to the delisting of the Grace common stock from NYSE and in accordance with Grace’s request, NYSE filed the Form 25 with the SEC in order to provide such notification of such delisting and to effect the deregistration of Grace common stock under Section 12(b) of the Exchange Act.  Grace intends to file with the SEC a certification on Form 15 to terminate the registration of Grace common stock under Section 12(g) of the Exchange Act and suspend Grace’s reporting obligations under Sections 13(a) and 15(d) of the Exchange Act.
 
Item 16.
Exhibits (Regulation M-A Item 1016)
 
 
 
 

 
 
 
 
 
 
 
 

 
 
 
 
 
 
 
 
 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
(g) None.
 

 
* These exhibits were previously filed.
 

SIGNATURE
 
After due inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated as of September 22, 2021.
 
   
 
W. R. GRACE & CO.
     
 
By:
/s/ Cherée Johnson
 

Name:
Cherée Johnson
 

Title:
Senior Vice President, General Counsel and Secretary

 
GIBRALTAR MERGER SUB INC.
     
 
By:
/s/ David J. Millstone
   
Name:
David J. Millstone
   
Title:
Co-Executive Chairman, Chief Executive Officer & President

 
W. R. GRACE HOLDINGS LLC
     
 
By:
/s/ David J. Millstone
   
Name:
David J. Millstone
   
Title:
Co-Executive Chairman, Chief Executive Officer & President

 
W. R. GRACE MIDCO HOLDINGS LLC
     
 
By:
/s/ David J. Millstone
   
Name:
David J. Millstone
   
Title:
Co-Executive Chairman, Chief Executive Officer & President

 
W. R. GRACE PARENT HOLDINGS LLC
     
 
By:
/s/ David J. Millstone
   
Name:
David J. Millstone
   
Title:
Co-Executive Chairman, Chief Executive Officer & President

 
STANDARD INDUSTRIES INC.
     
 
By:
/s/ John Rebele
   
Name:
John Rebele
   
Title:
Executive Vice President and Chief Financial Officer


 
STANDARD INDUSTRIES HOLDINGS INC.
     
 
By:
/s/ John Rebele
   
Name:
John Rebele
   
Title:
Executive Vice President and Chief Financial Officer

 
40 NORTH MANAGEMENT LLC
     
 
By:
/s/ David S. Winter
   
Name:
David S. Winter
   
Title:
Principal
     
 
By:
/s/ David J. Millstone
   
Name:
David J. Millstone
   
Title:
Principal
       

 
40 NORTH LATITUDE FUND LP
     
 
By:
/s/ David S. Winter
   
Name:
David S. Winter
   
Title:
Principal
       
 
By:
/s/ David J. Millstone
   
Name:
David J. Millstone
   
Title:
Principal

 
40 NORTH GP III LLC
     
 
By:
/s/ David S. Winter
   
Name:
David S. Winter
   
Title:
Principal
       
 
By:
/s/ David J. Millstone
   
Name:
David J. Millstone
   
Title:
Principal

 
40 NORTH LATITUDE MASTER FUND LTD.
     
 
By:
/s/ David S. Winter
   
Name:
David S. Winter
   
Title:
Director
       
 
By:
/s/ David J. Millstone
   
Name:
David J. Millstone
   
Title:
Director

 
DAVID S. WINTER
   
 
By:
/s/ David S. Winter

 
DAVID J. MILLSTONE
   
 
By:
/s/ David J. Millstone



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