GRA WR Grace and Co

FORM 4 [ ] 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 * Dockman William C.	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                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) Senior VP and CFO
(Last)          (First)          (Middle) C/O W. R. GRACE & CO., 7500 GRACE DRIVE	3. Date of Earliest Transaction (MM/DD/YYYY) 5/7/2021
(Street) COLUMBIA, MD 21044 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ 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, par value $0.01 per share	5/7/2021		M		294 (1)	A	(2)	13058	D
Common Stock, par value $0.01 per share	5/7/2021		F		98	D	$68.39	12960	D
Common Stock, par value $0.01 per share	5/7/2021		M		2664 (1)	A	(2)	15624	D
Common Stock, par value $0.01 per share	5/7/2021		F		888	D	$68.38	14736	D

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
Restricted Stock Units	(3)	5/7/2021		M			2958	(1)	(1)	Common Stock	2958.0	$0	11883	D

Explanation of Responses:
(1)	On May 8, 2018, the reporting person was granted 884 stock units, vesting annually in three substantially equal installments beginning on May 8, 2019; 294 of these stock units vested and settled on May 7, 2021, and on May 8, 2019, the reporting person was granted 2,664 stock units, which vested on May 7, 2021.
(2)	Restricted stock units converted into Common Stock on a one-for-one basis.
(3)	Each Restricted Stock Unit represents a contingent right to receive one share of Common Stock or at the Issuer's election, the cash value thereof.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Dockman William C. C/O W. R. GRACE & CO. 7500 GRACE DRIVE COLUMBIA, MD 21044			Senior VP and CFO

Signatures
/s/ Sean E. Dempsey, Attorney-in-Fact		5/10/2021
**Signature of Reporting Person		Date