SEC Form 4 · accession 0001045309-16-000197

W R GRACE & CO · GRA

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Mark A Shelnitz

Officer — VP, GC and Secretary

Period of report

May 3, 2016

Accepted (ET)

May 5, 2016 · 5:18 pm EDT

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 share^F1	May 3, 2016	M	17,405	$34.03	A	72,360	D
Common Stock, par value $0.01 per share^F1,F3	May 3, 2016	S	15,353	$76.7107	D	57,007	D
Common Stock, par value $0.01 per share^F1,F4	May 3, 2016	S	2,052	$77.6911	D	54,955	D
Common Stock, par value $0.01 per share^F1	May 4, 2016	M	17,405	$34.03	A	72,360	D
Common Stock, par value $0.01 per share^F1,F5	May 4, 2016	S	17,405	$76.5177	D	54,955	D
Common Stock, par value $0.01 per share^F1,F2	holding	—	—		—	11,700	I	By Trust
Common Stock, par value $0.01 per share^F1,F2	holding	—	—		—	11,700	I	By Trust
Common Stock, par value $0.01 per share^F1,F2	holding	—	—		—	11,700	I	By Trust
Common Stock, par value $0.01 per share^F1,F2	holding	—	—		—	11,700	I	By Trust
Common Stock, par value $0.01 per share^F1,F2	holding	—	—		—	11,700	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)^F6,F1	$34.03	May 3, 2016	M	17,405	D	—	May 5, 2016	Common Stock	17,405	17,405	D
Employee Stock Options (rights to buy)^F6,F1	$34.03	May 4, 2016	M	17,405	D	—	May 5, 2016	Common Stock	17,405	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.
F2Includes 11,700.1544 shares of common stock beneficially owned by Mr. Shelnitz that will settle upon his termination of service.
F3The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $76.3375 to $77.3350, 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 range set forth in this footnote.
F4The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $77.3650 to $77.8200, 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 range set forth in this footnote.
F5The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $76.0500 to $76.8550, 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 range set forth in this footnote.
F6Options became exercisable in three substantially equal annual installments beginning on May 4, 2012.