4//SEC Filing
Johnson Cheree H 4
Accession 0001045309-21-000109
CIK 0001045309other
Filed
Sep 21, 8:00 PM ET
Accepted
Sep 22, 7:10 PM ET
Size
11.0 KB
Accession
0001045309-21-000109
Insider Transaction Report
Form 4
Johnson Cheree H
Sr VP, GC and Secretary
Transactions
- Award
Common Stock, par value $0.01 per share
2021-09-22+3,998→ 3,998 total - Disposition to Issuer
Common Stock, par value $0.01 per share
2021-09-22−3,998→ 0 total - Disposition to Issuer
Restricted Stock Units
2021-09-22−9,071→ 0 total→ Common Stock (9,071 underlying)
Footnotes (4)
- [F1]Represents performance-based awards that became vested and were converted at the Effective Time into the right to receive an amount in cash (without interest) equal to the product of the Merger Consideration multiplied by the number of shares of common stock of the Company subject to such award immediately prior to the Effective Time, which converted cash award will be subject to continued service vesting and other terms described in the Merger Agreement. (See footnote 2 below for an explanation of defined terms.)
- [F2]This Form 4 reports securities disposed of pursuant to the Agreement & Plan of Merger (the "Merger Agreement"), dated April 26, 2021, among W. R. Grace & Co. ("Company"), W. R. Grace Holdings LLC (fka Gibraltar Acquisition Holdings LLC), a Delaware limited liability company ("Parent"), and Gibraltar Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), filed as Exhibit 2.1 to the Company's Form 8-K filed with the SEC on April 26, 2021, pursuant to which on Sept. 22, 2021, Merger Sub merged with and into the Company (the "Merger") and pursuant to which the Company survived the Merger as a wholly owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each issued & outstanding share of Company common stock was cancelled and converted into the right to receive $70.00 in cash (the "Merger Consideration") without interest, subject to withholding taxes.
- [F3]Each restricted stock unit represented a contingent right to receive one share of Common Stock or at the Company's election, the cash value thereof.
- [F4]At the Effective Time, each outstanding restricted stock unit converted into the right to receive an amount in cash (without interest) equal to the product of the Merger Consideration multiplied by the number of shares of common stock of the Company subject to such award immediately prior to the Effective Time, which converted cash award will be subject to continued service vesting and other terms described in the Merger Agreement.
Documents
Issuer
W R GRACE & CO
CIK 0001045309
Entity typeother
Related Parties
1- filerCIK 0001840114
Filing Metadata
- Form type
- 4
- Filed
- Sep 21, 8:00 PM ET
- Accepted
- Sep 22, 7:10 PM ET
- Size
- 11.0 KB