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