SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* WRG Asbestos PI Trust (Last) (First) (Middle) 1100 MARKET STREET (Street) WILMINGTON DE 19890-1625 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/03/2014	3. Issuer Name and Ticker or Trading Symbol W R GRACE & CO [ GRA ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants (right to buy common stock)	02/03/2014	(1)	Common Stock	10,000,000	$17	D

Explanation of Responses:

1. The Warrants will expire at 5:00 p.m., New York City time, on February 3, 2015 or, if such day in not a business day, the next succeeding day which is a business day; provided, however, that if the issuer fails (a) to cause any registration statement to be declared effective when required by the Registration Rights Agreement, dated as of February 3, 2014, by and between the issuer and WRG Asbestos PI Trust (the "Registration Rights Agreement"), (b) to maintain the effectiveness of such registration statement or (c) if a suspension period occurs under the Registration Rights Agreement, then the expiration date shall be extended by one day for each day that such registration statement is not effective, each day that constitutes a suspension period or each day that WRG Asbestos PI Trust is unable to sell the Warrants or shares of common stock issuable upon exercise thereof due to the lack of an effective or legally compliant registration statement or prospectus.

Remarks:

	/s/Lewis Sifford	02/11/2014
	** 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 5 (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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