4//SEC Filing
WINTER DAVID S. 4
Accession 0001104659-21-118335
CIK 0001045309other
Filed
Sep 21, 8:00 PM ET
Accepted
Sep 22, 4:31 PM ET
Size
14.3 KB
Accession
0001104659-21-118335
Insider Transaction Report
Form 4
40 North Latitude Fund LP
10% Owner
Transactions
- Other
Common Stock, $0.01 par value
2021-09-22$70.00/sh−9,865,008$690,550,560→ 0 total(indirect: By 40 North Latitude Master Fund Ltd.)
40 NORTH LATITUDE MASTER FUND LTD.
10% Owner
Transactions
- Other
Common Stock, $0.01 par value
2021-09-22$70.00/sh−9,865,008$690,550,560→ 0 total(indirect: By 40 North Latitude Master Fund Ltd.)
40 NORTH GP III LLC
10% Owner
Transactions
- Other
Common Stock, $0.01 par value
2021-09-22$70.00/sh−9,865,008$690,550,560→ 0 total(indirect: By 40 North Latitude Master Fund Ltd.)
WINTER DAVID S.
10% Owner
Transactions
- Other
Common Stock, $0.01 par value
2021-09-22$70.00/sh−9,865,008$690,550,560→ 0 total(indirect: By 40 North Latitude Master Fund Ltd.)
MILLSTONE DAVID J.
10% Owner
Transactions
- Other
Common Stock, $0.01 par value
2021-09-22$70.00/sh−9,865,008$690,550,560→ 0 total(indirect: By 40 North Latitude Master Fund Ltd.)
Footnotes (4)
- [F1]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).
- [F2]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.
- [F3]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.
- [F4]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.
Documents
Issuer
W R GRACE & CO
CIK 0001045309
Entity typeother
Related Parties
1- filerCIK 0001572723
Filing Metadata
- Form type
- 4
- Filed
- Sep 21, 8:00 PM ET
- Accepted
- Sep 22, 4:31 PM ET
- Size
- 14.3 KB