0001104659-21-118335.txt : 20210922
0001104659-21-118335.hdr.sgml : 20210922
20210922163117
ACCESSION NUMBER: 0001104659-21-118335
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210922
FILED AS OF DATE: 20210922
DATE AS OF CHANGE: 20210922
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: WINTER DAVID S.
CENTRAL INDEX KEY: 0001572723
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-13953
FILM NUMBER: 211270001
MAIL ADDRESS:
STREET 1: C/O 40 NORTH MANAGEMENT LLC
STREET 2: 9 WEST 57TH STREET, 47TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MILLSTONE DAVID J.
CENTRAL INDEX KEY: 0001572610
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-13953
FILM NUMBER: 211270000
MAIL ADDRESS:
STREET 1: C/O 40 NORTH MANAGEMENT LLC
STREET 2: 9 WEST 57TH STREET, 47TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: 40 NORTH LATITUDE MASTER FUND LTD.
CENTRAL INDEX KEY: 0001663559
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-13953
FILM NUMBER: 211270003
BUSINESS ADDRESS:
STREET 1: 9 WEST 57TH STREET
STREET 2: 47TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 2128211635
MAIL ADDRESS:
STREET 1: 9 WEST 57TH STREET
STREET 2: 47TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
FORMER NAME:
FORMER CONFORMED NAME: FORTY NORTH LATITUDE MASTER FUND LTD.
DATE OF NAME CHANGE: 20160113
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: 40 North Latitude Fund LP
CENTRAL INDEX KEY: 0001652261
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-13953
FILM NUMBER: 211270004
BUSINESS ADDRESS:
STREET 1: 9 WEST 57TH STREET
STREET 2: 47TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 212-821-1600
MAIL ADDRESS:
STREET 1: 9 WEST 57TH STREET
STREET 2: 47TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: 40 NORTH GP III LLC
CENTRAL INDEX KEY: 0001663556
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-13953
FILM NUMBER: 211270002
BUSINESS ADDRESS:
STREET 1: 9 WEST 57TH STREET
STREET 2: 47TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 2128211635
MAIL ADDRESS:
STREET 1: 9 WEST 57TH STREET
STREET 2: 47TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: W R GRACE & CO
CENTRAL INDEX KEY: 0001045309
STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [2800]
IRS NUMBER: 650773649
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 7500 GRACE DRIVE
CITY: COLUMBIA
STATE: MD
ZIP: 21044
BUSINESS PHONE: 410 531 4000
MAIL ADDRESS:
STREET 1: 7500 GRACE DRIVE
CITY: COLUMBIA
STATE: MD
ZIP: 21044
FORMER COMPANY:
FORMER CONFORMED NAME: GRACE SPECIALTY CHEMICALS INC
DATE OF NAME CHANGE: 19970902
4
1
tm2127336-1_4seq1.xml
OWNERSHIP DOCUMENT
X0306
4
2021-09-22
1
0001045309
W R GRACE & CO
GRA
0001652261
40 North Latitude Fund LP
9 WEST 57TH STREET
47TH FLOOR
NEW YORK
NY
10019
0
0
1
0
0001663559
40 NORTH LATITUDE MASTER FUND LTD.
9 WEST 57TH STREET
47TH FLOOR
NEW YORK
NY
10019
0
0
1
0
0001663556
40 NORTH GP III LLC
9 WEST 57TH STREET
47TH FLOOR
NEW YORK
NY
10019
0
0
1
0
0001572723
WINTER DAVID S.
9 WEST 57TH STREET
47TH FLOOR
NEW YORK
NY
10019
0
0
1
0
0001572610
MILLSTONE DAVID J.
9 WEST 57TH STREET
47TH FLOOR
NEW YORK
NY
10019
0
0
1
0
Common Stock, $0.01 par value
2021-09-22
4
J
0
9865008
70.00
D
0
I
By 40 North Latitude Master Fund Ltd.
On September 22, 2021 (the "Effective Time"), pursuant to the terms of the Agreement and Plan of Merger, dated as of April 26, 2021, among the Issuer, W. R. Grace Holdings LLC (f/k/a Gibraltar Acquisition Holdings LLC) ("W. R. Grace Holdings"), and Gibraltar Merger Sub Inc. ("Merger Sub"), a wholly owned subsidiary of W. R. Grace Holdings (the "Merger Agreement"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and a direct wholly-owned subsidiary of W. R. Grace Holdings. At the Effective Time, pursuant to the terms of the Merger Agreement, each share of Issuer Common Stock beneficially owned by the Reporting Persons was converted into the right to receive $70.00 in cash (without interest).
In addition to 40 North Latitude Fund LP, a Delaware limited partnership ("40 North Latitude Feeder"), this Form 4 is being filed jointly by 40 North Latitude Master Fund Ltd., a Cayman Islands exempted company incorporated with limited liability ("40 North Latitude Master"), 40 North GP III LLC, a Delaware limited liability company ("40 North GP III"), David S. Winter, an American citizen, and David J. Millstone, an American citizen (all of the foregoing, collectively, the "Reporting Persons"), each of whom has the same business address as 40 North Latitude Feeder.
The securities reported on this Form 4 (the "Subject Securities") were held directly by 40 North Latitude Master, for which 40 North Latitude Feeder serves as a feeder fund. 40 North GP III is the general partner of 40 North Latitude Feeder, and Messrs. Winter and Millstone are the principals of 40 North GP III.
40 North Latitude Master and 40 North Latitude Feeder, as pooled investment vehicles with direct and indirect holdings, respectively, in the Subject Securities prior to their disposition at the Effective Time; 40 North GP III, as the general partner of 40 North Latitude Feeder; and Messrs. Winter and Millstone, as the principals of 40 North GP III; in each case, may have been deemed to beneficially own the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended. Each of the Reporting Persons disclaimed beneficial ownership of the Subject Securities except to the extent of any pecuniary interest therein.
40 North Latitude Fund LP, By: 40 North GP III LLC, By: /s/ David S. Winter, Principal, and /s/ David J. Millstone, Principal
2021-09-22
40 North Latitude Master Fund Ltd., By: /s/ David S. Winter, Director, and /s/ David J. Millstone, Director
2021-09-22
40 North GP III LLC, By: /s/ David S. Winter, Principal, and /s/ David J. Millstone, Principal
2021-09-22
/s/ David S. Winter
2021-09-22
/s/ David J. Millstone
2021-09-22