SEC Form 4 · accession 0001045309-15-000028
W R GRACE & CO · GRA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gregory E Poling
Officer — President and COO
Period of report
Feb 18, 2015
Accepted (ET)
Feb 20, 2015 · 4:13 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001045309
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01 per shareF1 | Feb 18, 2015 | M | 66,938 | $27.745 | A | 66,938 | D | |
| Common Stock, par value $0.01 per shareF1,F2,F3 | Feb 18, 2015 | S | 43,025 | $99.89 | D | 23,913 | D | |
| Common Stock, par value $0.01 per shareF1,F2 | Feb 18, 2015 | S | 100 | $100.475 | D | 23,813 | D | |
| Common Stock, par value $0.01 per shareF4 | Feb 18, 2015 | G | 23,813 | $0.00 | D | 0 | D | |
| Common Stock, par value $0.01 per shareF1,F4 | Feb 18, 2015 | G | 23,813 | $0.00 | A | 41,813 | I | By Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Options (rights to buy)F5,F1 | $27.745 | Feb 18, 2015 | M | 66,938 | D | May 5, 2013 | May 5, 2015 | Common Stock | 66,938 | 0 | D |
Explanation of responses
- F1Each share of Common Stock also represents one Preferred Stock Purchase Right. Each such Right entitles the holder to purchase Preferred Stock or other securities or property upon the occurrence of certain events and subject to certain conditions.
- F2Reporting person initiated sales transactions solely to cover the option costs, taxes, and transaction fees while retaining the remainder of shares of Issuer Common Stock in Trust.
- F3The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $99.44 to $100.43, inclusive. The reporting person undertakes to provide W. R. Grace & Co, any security holder of W. R. Grace & Co., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (3) to this Form 4.
- F423,813 shares were gifted to a revocable trust for the benefit of the reporting person's immediate family.
- F5Exercise and Sale pursuant to Rule 10b5-1 Trading Plan dated March 10, 2014 for options expiring May 5, 2015.