SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Brown Elizabeth C

(Last)

(First)

(Middle)

C/O W. R. GRACE & CO.

7500 GRACE DRIVE

(Street)

COLUMBIA

21044

(City)

(State)

(Zip)

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)
	Sr. VP and CHRO

3. Date of Earliest Transaction (Month/Day/Year)
02/22/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share	02/22/2019		M		1,202⁽¹⁾	A	⁽²⁾	11,831	D
Common Stock, par value $0.01 per share	02/22/2019		F		623	D	$77.65	11,208	D
Common Stock, par value $0.01 per share	02/25/2019		M		852⁽³⁾	A	⁽²⁾	12,060	D
Common Stock, par value $0.01 per share	02/25/2019		F		410	D	$77.93	11,650	D
Common Stock, par value $0.01 per share	02/25/2019		A		6,134	A	$0	17,784	D
Common Stock, par value $0.01 per share	02/25/2019		F		2,939	D	$77.93	14,845	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁴⁾	02/22/2019		M			1,202	⁽¹⁾	⁽¹⁾	Common Stock	1,202	$0	2,672	D
Employee Stock Options (rights to buy)	$78.115	02/25/2019		A		10,321		⁽⁵⁾	02/25/2029	Common Stock	10,321	$0	10,321	D
Restricted Stock Units	⁽⁴⁾	02/25/2019		A		2,400		⁽⁶⁾	⁽⁶⁾	Common Stock	2,400	$0	5,072	D
Restricted Stock Units	⁽⁴⁾	02/25/2019		M			852	⁽³⁾	⁽³⁾	Common Stock	852	$0	4,220	D

Explanation of Responses:

1. On February 23, 2017, the reporting person was granted 1,750 stock units, vesting annually in three substantially equal installments beginning on February 23, 2018, 583 of these stock units vested and settled on February 22, 2019. On February 22, 2018, the reporting person was granted 1,856 stock units, vesting in three substantially equal installments beginning on February 22, 2019, 619 of these stock units vested and settled on that date.

2. Restricted stock units converted into Common Stock on a one-for-one basis.

3. On February 25, 2016, the reporting person was granted 2,556 stock units, vesting annually in three substantially equal installments beginning on February 24, 2017, 852 of these stock units vested and settled on February 25, 2019.

4. 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.

5. Options become exercisable in three substantially equal annual installments beginning on February 25, 2020.

6. Restricted Stock Units vest in three substantially equal annual installments beginning on February 25, 2020 and will be settled within 60 days of those vesting dates.

Remarks:

	/s/ Sean E. Dempsey, Attorney-in-Fact	02/26/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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