UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13D
(Amendment No.
6)*
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
November 9, 2020
(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.
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*
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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.
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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).
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1.
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Names
of Reporting Persons
40 NORTH MANAGEMENT LLC
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
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(a)
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¨
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(b)
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x
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
AF
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5.
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Check
Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
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6.
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Citizenship
or Place of Organization
DELAWARE
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
9,865,008
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
9,865,008
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting
Person
9,865,008
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12.
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Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) ¨
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13.
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Percent of Class Represented by Amount in Row (11)
14.9%
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14.
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Type of Reporting Person (See Instructions)
IA
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1.
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Names
of Reporting Persons
40 NORTH GP III LLC
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
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(a)
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¨
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(b)
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x
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
AF
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5.
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Check
Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
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6.
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Citizenship
or Place of Organization
DELAWARE
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
9,865,008
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
9,865,008
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11.
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Aggregate Amount Beneficially Owned by Each Reporting
Person
9,865,008
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12.
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Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) ¨
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13.
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Percent of Class Represented by Amount in Row (11)
14.9%
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14.
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Type of Reporting Person (See Instructions)
OO
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1.
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Names
of Reporting Persons
40 NORTH LATITUDE MASTER FUND LTD.
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2.
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Check the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
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¨
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(b)
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x
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
WC
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5.
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Check
Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
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6.
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Citizenship
or Place of Organization
CAYMAN ISLANDS
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
9,865,008
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
9,865,008
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11.
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Aggregate Amount Beneficially Owned by Each Reporting
Person
9,865,008
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12.
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Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) ¨
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13.
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Percent of Class Represented by Amount in Row (11)
14.9%
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14.
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Type of Reporting Person (See Instructions)
CO
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1.
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Names
of Reporting Persons
40 NORTH LATITUDE FUND LP
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2.
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Check the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
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¨
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(b)
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x
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
WC
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5.
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Check
Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
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6.
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Citizenship
or Place of Organization
DELAWARE
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
9,865,008
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
9,865,008
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11.
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Aggregate Amount Beneficially Owned by Each Reporting
Person
9,865,008
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12.
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Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) ¨
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13.
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Percent of Class Represented by Amount in Row (11)
14.9%
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14.
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Type of Reporting Person (See Instructions)
PN
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1.
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Names
of Reporting Persons
DAVID S. WINTER
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2.
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Check the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
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¨
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(b)
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x
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
AF
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5.
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Check
Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
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6.
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Citizenship
or Place of Organization
UNITED STATES
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
9,865,008
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
9,865,008
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11.
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Aggregate Amount Beneficially Owned by Each Reporting
Person
9,865,008
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12.
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Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) ¨
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13.
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Percent of Class Represented by Amount in Row (11)
14.9%
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14.
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Type of Reporting Person (See Instructions)
IN
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1.
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Names
of Reporting Persons
DAVID J. MILLSTONE
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2.
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Check the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
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¨
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(b)
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x
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
AF
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5.
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Check
Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
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6.
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Citizenship
or Place of Organization
UNITED STATES
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
9,865,008
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
9,865,008
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11.
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Aggregate Amount Beneficially Owned by Each Reporting
Person
9,865,008
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12.
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Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) ¨
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13.
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Percent of Class Represented by Amount in Row (11)
14.9%
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14.
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Type of Reporting Person (See Instructions)
IN
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AMENDMENT NO. 6
TO SCHEDULE 13D
This Amendment No. 6 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:
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Item 2.
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Identity and
Background.
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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.
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Item 3.
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Source and
Amount of Funds or Other Consideration.
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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.
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Item 4.
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Purpose of
Transaction.
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Item 4 of this Schedule 13D is hereby amended and
supplemented by adding the following information:
On November 9, 2020, 40 North Management delivered a letter
to the board of directors (the “Board”) of the Issuer (the “Offer Letter”), pursuant
to which 40 North Management and its affiliated investment funds have proposed to acquire the Issuer for a price of $60.00 per
Share in cash (the “Proposed Transaction”). In connection with the Proposed Transaction, the Reporting Persons
will seek to obtain access to, and review, due diligence materials from the Issuer and conduct discussions with the Issuer
regarding the terms of the Proposed Transaction. The Reporting Persons may change the terms of the Proposed Transaction, determine
to accelerate or terminate discussions with the Issuer with respect to the Proposed Transaction, withdraw the Proposed Transaction,
take any action to facilitate or increase the likelihood of consummation of the Proposed Transaction, or change their intentions
with respect to any such matters, in each case at any time and without prior notice. The Reporting Persons and their
affiliates may, directly or indirectly, take such additional steps as they may deem appropriate to further the Proposed Transaction,
including, without limitation, (i) engaging in discussions with other shareholders, potential sources of financing, advisors, and
other relevant parties, and (ii) entering into confidentiality arrangements, financing commitments, and other agreements, arrangements
and understandings as may be appropriate in connection with the Proposed Transaction.
The foregoing summary of the Offer Letter is qualified in its
entirety by reference to the full text of the Offer Letter, a copy of which is attached hereto as Exhibit 5 and is incorporated
by reference herein. The Proposed Transaction may result in one or more of the actions specified in clauses (a)−(j) of Item
4 of Schedule 13D, including the acquisition or disposition of additional securities of the Issuer, a merger or other extraordinary
corporate transaction involving the Issuer, a change to the present Board of the Issuer, a change to the present capitalization
or dividend policy of the Issuer, the delisting of the Issuer’s securities from the New York Stock Exchange, and a class
of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934.
There can be no assurance as to the outcome of any discussions
related to the Proposed Transaction or that the Proposed Transaction will be consummated.
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Item 5.
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Interest in
Securities of the Issuer.
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(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 66,190,280 Shares outstanding as of October 31,
2020 (based on the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 4, 2020).
(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.
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Item 7.
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Material to
be Filed as Exhibits.
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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.
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: November 9, 2020
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40 NORTH MANAGEMENT LLC
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By:
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/s/ David S. Winter
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David S. Winter
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Principal
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By:
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/s/ David J. Millstone
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David J. Millstone
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Principal
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Date: November 9, 2020
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40 NORTH LATITUDE FUND LP
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By 40 North GP III LLC, its General Partner
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By:
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/s/ David S. Winter
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David S. Winter
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Principal
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By:
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/s/ David J. Millstone
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David J. Millstone
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Principal
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Date: November 9, 2020
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40 NORTH LATITUDE MASTER FUND LTD.
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By:
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/s/ David S. Winter
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David S. Winter
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Director
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By:
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/s/ David J. Millstone
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David J. Millstone
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Director
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Date: November 9, 2020
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40 NORTH GP III LLC
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By:
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/s/ David S. Winter
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David S. Winter
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Principal
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By:
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/s/ David J. Millstone
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David J. Millstone
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Principal
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Date: November 9, 2020
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DAVID S. WINTER
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By:
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/s/ David S. Winter
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Date: November 9, 2020
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DAVID J. MILLSTONE
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By:
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/s/ David J. Millstone
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