UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13D
(Amendment No.
12)*
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
April 26,
2021
(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.
|
*
|
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.
|
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).
|
1.
|
Names
of Reporting Persons
40 NORTH MANAGEMENT LLC
|
|
|
|
|
2.
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
|
|
|
(a)
|
¨
|
|
|
(b)
|
x
|
|
|
|
|
3.
|
SEC
Use Only
|
|
|
|
|
4.
|
Source
of Funds (See Instructions)
AF
|
|
|
|
|
5.
|
Check
Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
|
|
|
|
|
6.
|
Citizenship
or Place of Organization
DELAWARE
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
9,865,008
|
8.
|
Shared Voting Power
0
|
9.
|
Sole Dispositive Power
9,865,008
|
10.
|
Shared Dispositive Power
0
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
9,865,008
|
|
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) ¨
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
14.9%
|
|
14.
|
Type of Reporting Person (See Instructions)
IA
|
|
1.
|
Names
of Reporting Persons
40 NORTH GP III LLC
|
|
|
|
|
2.
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
|
|
|
(a)
|
¨
|
|
|
(b)
|
x
|
|
|
|
|
3.
|
SEC
Use Only
|
|
|
|
|
4.
|
Source
of Funds (See Instructions)
AF
|
|
|
|
|
5.
|
Check
Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
|
|
|
|
|
6.
|
Citizenship
or Place of Organization
DELAWARE
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0
|
8.
|
Shared Voting Power
9,865,008
|
9.
|
Sole Dispositive Power
0
|
10.
|
Shared Dispositive Power
9,865,008
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
9,865,008
|
|
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) ¨
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
14.9%
|
|
14.
|
Type of Reporting Person (See Instructions)
OO
|
|
1.
|
Names
of Reporting Persons
40 NORTH LATITUDE MASTER FUND LTD.
|
|
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
|
|
|
(a)
|
¨
|
|
|
(b)
|
x
|
|
|
|
|
3.
|
SEC
Use Only
|
|
|
|
|
4.
|
Source
of Funds (See Instructions)
WC
|
|
|
|
|
5.
|
Check
Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
|
|
|
|
|
6.
|
Citizenship
or Place of Organization
CAYMAN ISLANDS
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0
|
8.
|
Shared Voting Power
9,865,008
|
9.
|
Sole Dispositive Power
0
|
10.
|
Shared Dispositive Power
9,865,008
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
9,865,008
|
|
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) ¨
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
14.9%
|
|
14.
|
Type of Reporting Person (See Instructions)
CO
|
|
1.
|
Names
of Reporting Persons
40 NORTH LATITUDE FUND LP
|
|
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
|
|
|
(a)
|
¨
|
|
|
(b)
|
x
|
|
|
|
|
3.
|
SEC
Use Only
|
|
|
|
|
4.
|
Source
of Funds (See Instructions)
WC
|
|
|
|
|
5.
|
Check
Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
|
|
|
|
|
6.
|
Citizenship
or Place of Organization
DELAWARE
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0
|
8.
|
Shared Voting Power
9,865,008
|
9.
|
Sole Dispositive Power
0
|
10.
|
Shared Dispositive Power
9,865,008
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
9,865,008
|
|
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) ¨
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
14.9%
|
|
14.
|
Type of Reporting Person (See Instructions)
PN
|
|
1.
|
Names
of Reporting Persons
DAVID S. WINTER
|
|
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
|
|
|
(a)
|
¨
|
|
|
(b)
|
x
|
|
|
|
|
3.
|
SEC
Use Only
|
|
|
|
|
4.
|
Source
of Funds (See Instructions)
AF
|
|
|
|
|
5.
|
Check
Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
|
|
|
|
|
6.
|
Citizenship
or Place of Organization
UNITED STATES
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0
|
8.
|
Shared Voting Power
9,865,008
|
9.
|
Sole Dispositive Power
0
|
10.
|
Shared Dispositive Power
9,865,008
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
9,865,008
|
|
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) ¨
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
14.9%
|
|
14.
|
Type of Reporting Person (See Instructions)
IN
|
|
1.
|
Names
of Reporting Persons
DAVID J. MILLSTONE
|
|
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
|
|
|
(a)
|
¨
|
|
|
(b)
|
x
|
|
|
|
|
3.
|
SEC
Use Only
|
|
|
|
|
4.
|
Source
of Funds (See Instructions)
AF
|
|
|
|
|
5.
|
Check
Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
|
|
|
|
|
6.
|
Citizenship
or Place of Organization
UNITED STATES
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0
|
8.
|
Shared Voting Power
9,865,008
|
9.
|
Sole Dispositive Power
0
|
10.
|
Shared Dispositive Power
9,865,008
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
9,865,008
|
|
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) ¨
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
14.9%
|
|
14.
|
Type of Reporting Person (See Instructions)
IN
|
AMENDMENT NO. 12
TO SCHEDULE 13D
This
Amendment No. 12 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:
|
Item 2.
|
Identity and
Background.
|
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.
|
Item 3.
|
Source and
Amount of Funds or Other Consideration.
|
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.
Item 4.
|
Purpose of
Transaction.
|
Item
4 of this Schedule 13D is hereby amended and supplemented by adding the following information:
As previously disclosed, the Issuer and 40 North
Management, 40 North Latitude Feeder, 40 North GP III and 40 North Latitude Master (collectively, the “40 North Parties”)
have been in ongoing discussions regarding a potential transaction.
On April 26, 2021, the Issuer, Gibraltar Acquisition
Holdings LLC, an indirect wholly owned subsidiary of Standard Industries Holdings Inc. (“Standard”) and Gibraltar Merger
Sub Inc. (“Merger Sub”), a wholly owned subsidiary of Gibraltar Acquisition Holdings LLC, entered into an Agreement
and Plan of Merger (the “Merger Agreement”) pursuant to which Merger Sub will merge with and into the Issuer with the
Issuer surviving the merger and becoming an indirect wholly owned subsidiary of Standard. Standard is the parent company of Standard Industries
Inc., a privately held global industrial company. The 40 North Parties comprise a related investment platform of Standard.
On April 26, 2021, in connection with the
Merger Agreement, the Issuer and 40 North Latitude Master entered into a Voting Agreement (the “Voting
Agreement”) and the Issuer and the 40 North Parties entered into a second amendment (the “Second
Amendment”) to the letter agreement previously entered into between the Issuer and the 40 North Parties, pursuant to which
the 40 North Parties may be furnished with certain confidential information by or on behalf of the Issuer (the
“Confidentiality Letter Agreement”), copies of which are attached as Exhibit 12 and Exhibit 13
hereto and are incorporated by reference herein.
Item 5.
|
Interest in Securities of the Issuer.
|
(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 66,191,426 Shares outstanding as of January 31, 2021 (based on the Issuer’s
Annual Report on Form 10-K filed with the SEC on February 26, 2021).
(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.
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 6 of this Schedule 13D is hereby amended
and supplemented by adding the following information:
The following description of the Voting Agreement,
defined and referenced in Item 4 above, does not purport to be complete and is qualified in its entirety by reference to the Voting Agreement,
which is attached hereto as Exhibit 12 and is incorporated herein by reference.
Pursuant to the Voting Agreement, 40 North Latitude
Master agreed to, among other things, vote all of the Shares beneficially owned by it and any other Shares that it may acquire during
the term of the Voting Agreement (the “Covered Shares”) in favor of (i) the adoption of the Merger Agreement and the
approval of the transactions contemplated thereby, including the merger, and (ii) any other matter or action necessary to the consummation
of the merger, at every Issuer’s stockholder meeting at which such matters are to be voted on, until the earlier of when the affirmative
vote of the holders of a majority of the voting power of the then-outstanding Shares to adopt the Merger Agreement is received or the
Merger Agreement is validly terminated (the “Expiration Time”).
In addition, 40 North Latitude Master agreed that
until the Expiration Time, it will not transfer or cause or permit the transfer of any of its Covered Shares, except (i) between 40 North
Latitude Master and any controlled affiliate of 40 North Latitude Master or (ii) to a trust for the benefit of, and controlled by, 40
North Latitude Master, in each case so long as, (a) prior to and as a condition to the effectiveness of any such transfer, such affiliate
or transferee executes and delivers to the Issuer a joinder to the Voting Agreement and (b) such transfers do not reduce the aggregate
beneficial ownership of 40 North Latitude Master.
On April 26, 2021, the Issuer entered into the
Second Amendment to the Confidentiality Letter Agreement with the 40 North Parties, defined and referenced in Item 4 above and attached
as Exhibit 13 hereto, pursuant to which the Issuer and the 40 North Parties agreed to allow the 40 North Parties to engage
or provide confidential information to equity or debt financing sources in connection with the
potential transaction without the express prior written approval of the Issuer to the extent such financing sources are informed by the
40 North Parties of the confidential nature of such information and are directed to abide for the benefit of the Issuer to the confidentiality
terms in the Confidentiality Letter Agreement.
The foregoing description of the Second Amendment
to the Confidentiality Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text
of the Second Amendment to the Confidentiality Letter Agreement, a copy of which is attached hereto as Exhibit 13 and is
incorporated herein by reference.
Item 7.
|
Material to be Filed as Exhibits.
|
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 (incorporated by reference to Exhibit 5 to Schedule 13D (Amendment No. 6) filed by the Reporting Persons on November 9, 2020).
Exhibit 6 – Press Release with Offer Letter to the Board of Directors of the Issuer, dated January 11, 2021 (incorporated by reference to Exhibit 6 to Schedule 13D (Amendment No. 7) filed by the Reporting Persons on January 11, 2021).
Exhibit 7 – Letter Agreement between
the Issuer and 40 North Management, 40 North Latitude Feeder, 40 North GP III and 40 North Latitude Master, dated February 1, 2021
(incorporated by reference to Exhibit 7 to Schedule 13D (Amendment No. 8) filed by the Reporting Persons on February 1, 2021).
Exhibit 8 – Press Release with Offer
Letter to the Board of Directors of the Issuer, dated April 1, 2021 (incorporated by reference to Exhibit 8 to Schedule 13D
(Amendment No. 9) filed by the Reporting Persons on April 1, 2021).
Exhibit 9 – Letter to the President
and Chief Executive Officer of the Issuer, dated April 6, 2021 (incorporated by reference to Exhibit 9 to Schedule 13D (Amendment
No. 10) filed by the Reporting Persons on April 6, 2021).
Exhibit 10 – Amendment to the Letter
Agreement between the Issuer and 40 North Management, 40 North Latitude Feeder, 40 North GP III and 40 North Latitude Master, dated
April 14, 2021 (incorporated by reference to Exhibit 10 to Schedule 13D (Amendment
No. 11) filed by the Reporting Persons on April 14, 2021).
Exhibit 11 – Press Release dated April
14, 2021 (incorporated by reference to Exhibit 11 to Schedule 13D (Amendment
No. 11) filed by the Reporting Persons on April 14, 2021).
Exhibit 12 – Voting Agreement between the
Issuer and 40 North Latitude Master, dated April 26, 2021.
Exhibit 13 – Second Amendment to the Letter
Agreement between the Issuer and 40 North Management, 40 North Latitude Feeder, 40 North GP III and 40 North Latitude Master, dated April
26, 2021.
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: April 26, 2021
|
40 NORTH MANAGEMENT LLC
|
|
|
|
By:
|
|
|
/s/ David S. Winter
|
|
|
David S. Winter
|
|
|
Principal
|
|
By:
|
|
|
/s/ David J. Millstone
|
|
|
David J. Millstone
|
|
|
Principal
|
Date: April 26, 2021
|
40 NORTH LATITUDE FUND LP
|
|
|
|
By 40 North GP III LLC, its General Partner
|
|
|
|
By:
|
|
|
/s/ David S. Winter
|
|
|
David S. Winter
|
|
|
Principal
|
|
By:
|
|
|
/s/ David J. Millstone
|
|
|
David J. Millstone
|
|
|
Principal
|
Date: April 26, 2021
|
40 NORTH LATITUDE MASTER FUND LTD.
|
|
|
|
By:
|
|
|
/s/ David S. Winter
|
|
|
David S. Winter
|
|
|
Director
|
|
By:
|
|
|
/s/ David J. Millstone
|
|
|
David J. Millstone
|
|
|
Director
|
Date: April 26, 2021
|
40 NORTH GP III LLC
|
|
|
|
By:
|
|
|
/s/ David S. Winter
|
|
|
David S. Winter
|
|
|
Principal
|
|
By:
|
|
|
/s/ David J. Millstone
|
|
|
David J. Millstone
|
|
|
Principal
|
Date: April 26, 2021
|
DAVID S. WINTER
|
|
|
|
By:
|
|
|
/s/ David S. Winter
|
Date: April 26, 2021
|
DAVID J. MILLSTONE
|
|
|
|
|
By:
|
|
|
|
/s/ David J. Millstone
|
WR Grace (NYSE:GRA)
Historical Stock Chart
From Jul 2024 to Aug 2024
WR Grace (NYSE:GRA)
Historical Stock Chart
From Aug 2023 to Aug 2024