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