0001104659-22-103741.txt : 20220928 0001104659-22-103741.hdr.sgml : 20220928 20220928164647 ACCESSION NUMBER: 0001104659-22-103741 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220927 FILED AS OF DATE: 20220928 DATE AS OF CHANGE: 20220928 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Standard Industries Inc. CENTRAL INDEX KEY: 0000927314 STANDARD INDUSTRIAL CLASSIFICATION: ASPHALT PAVING & ROOFING MATERIALS [2950] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37533 FILM NUMBER: 221276657 BUSINESS ADDRESS: STREET 1: 1 CAMPUS DRIVE CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 9736284145 MAIL ADDRESS: STREET 1: 1 CAMPUS DRIVE, CITY: PARSIPPANY STATE: NJ ZIP: 07054 FORMER NAME: FORMER CONFORMED NAME: BUILDING MATERIALS CORP OF AMERICA DATE OF NAME CHANGE: 19940721 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: G Holdings LLC CENTRAL INDEX KEY: 0001379964 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37533 FILM NUMBER: 221276654 BUSINESS ADDRESS: STREET 1: 1 CAMPUS DRIVE CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 9736284145 MAIL ADDRESS: STREET 1: 1 CAMPUS DRIVE CITY: PARSIPPANY STATE: NJ ZIP: 07054 FORMER NAME: FORMER CONFORMED NAME: G Holdings Inc DATE OF NAME CHANGE: 20061102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Dalbergia Investments LLC CENTRAL INDEX KEY: 0001700106 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37533 FILM NUMBER: 221276658 BUSINESS ADDRESS: STREET 1: 1 CAMPUS DRIVE CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 973-628-4145 MAIL ADDRESS: STREET 1: 1 CAMPUS DRIVE CITY: PARSIPPANY STATE: NJ ZIP: 07054 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: G Holdings Inc. CENTRAL INDEX KEY: 0001700785 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37533 FILM NUMBER: 221276653 BUSINESS ADDRESS: STREET 1: 1 CAMPUS DRIVE CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 9736284145 MAIL ADDRESS: STREET 1: 1 CAMPUS DRIVE CITY: PARSIPPANY STATE: NJ ZIP: 07054 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: G-I Holdings Inc. CENTRAL INDEX KEY: 0001700525 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37533 FILM NUMBER: 221276655 BUSINESS ADDRESS: STREET 1: 1 CAMPUS DRIVE CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 973-628-4145 MAIL ADDRESS: STREET 1: 1 CAMPUS DRIVE CITY: PARSIPPANY STATE: NJ ZIP: 07054 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Standard Industries Holdings Inc. CENTRAL INDEX KEY: 0001700684 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37533 FILM NUMBER: 221276656 BUSINESS ADDRESS: STREET 1: 1 CAMPUS DRIVE CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 973-628-4145 MAIL ADDRESS: STREET 1: 1 CAMPUS DRIVE CITY: PARSIPPANY STATE: NJ ZIP: 07054 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GCP Applied Technologies Inc. CENTRAL INDEX KEY: 0001644440 STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [2800] IRS NUMBER: 473936076 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 62 WHITTEMORE AVENUE CITY: CAMBRIDGE STATE: MA ZIP: 02140 BUSINESS PHONE: 617-876-1400 MAIL ADDRESS: STREET 1: 62 WHITTEMORE AVENUE CITY: CAMBRIDGE STATE: MA ZIP: 02140 4 1 tm2226787-3_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2022-09-27 1 0001644440 GCP Applied Technologies Inc. GCP 0001700106 Dalbergia Investments LLC 1 CAMPUS DRIVE PARSIPPANY NJ 07054 0 0 1 0 0000927314 Standard Industries Inc. 1 CAMPUS DRIVE, PARSIPPANY NJ 07054 0 0 1 0 0001700684 Standard Industries Holdings Inc. 1 CAMPUS DRIVE PARSIPPANY NJ 07054 0 0 1 0 0001700525 G-I Holdings Inc. 1 CAMPUS DRIVE PARSIPPANY NJ 07054 0 0 1 0 0001379964 G Holdings LLC 1 CAMPUS DRIVE PARSIPPANY NJ 07054 0 0 1 0 0001700785 G Holdings Inc. 1 CAMPUS DRIVE PARSIPPANY NJ 07054 0 0 1 0 Common Stock, $0.01 par value 2022-09-27 4 J 0 12664548 32.00 D 0 D On September 27, 2022 (the "Effective Time"), pursuant to the terms of the Agreement and Plan of Merger, dated as of December 5, 2021, among the Issuer, Cyclades Parent, Inc. ("Parent"), and Cyclades Merger Sub, Inc. ("Merger Sub"), a wholly owned subsidiary of Parent (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 Parent. 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 $32.00 in cash (without interest). In addition to Dalbergia Investments LLC, a Delaware limited liability company ("Dalbergia"), this Form 4 is being filed jointly by Standard Industries Inc., a Delaware corporation ("Standard Industries"), Standard Industries Holdings Inc., a Delaware corporation ("Standard Holdings"), G-I Holdings Inc., a Delaware corporation ("G-I Holdings"), G Holdings LLC, a Delaware limited liability company ("G Holdings LLC"), and G Holdings Inc., a Delaware corporation ("G Holdings Inc.," and all of the foregoing, collectively, the "Reporting Persons"). The principal business address of Dalbergia, Standard Industries, G-I Holdings, G Holdings LLC and G Holdings Inc. is 1 Campus Drive, Parsippany, New Jersey 07054. The principal business address of Standard Holdings is 1011 Centre Road, Suite 315, Wilmington, Delaware 19805. The securities reported on this Form 4 (the "Subject Securities") were held directly by Dalbergia. Standard Industries is the sole owner of Dalbergia, and each of Standard Holdings, G-I Holdings, G Holdings LLC and G Holdings Inc. is directly or indirectly a controlling owner of Standard Industries. The Reporting Persons, as entities with direct and indirect holdings, respectively, in the Subject Securities prior to their disposition at the Effective Time, 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. Dalbergia Investments LLC, By: /s/ John Rebele, Executive Vice President and Chief Financial Officer 2022-09-28 Standard Industries Inc., By: /s/ John Rebele, Executive Vice President and Chief Financial Officer 2022-09-28 Standard Industries Holdings Inc., By: /s/ John Rebele, Executive Vice President and Chief Financial Officer 2022-09-28 G-I Holdings Inc., By: /s/ Tunde Reddy, Chief Financial Officer 2022-09-28 G Holdings LLC, By: /s/ Tunde Reddy, Chief Financial Officer 2022-09-28 G Holdings Inc., By: /s/ Tunde Reddy, Chief Financial Officer 2022-09-28