SEC Form 3 · accession 0001144204-18-063888
W R GRACE & CO · GRA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
40 North Management LLC
10% Owner
David J. Millstone
10% Owner
David S. Winter
10% Owner
40 North Latitude Fund LP
10% Owner
40 NORTH GP III LLC
10% Owner
40 NORTH LATITUDE MASTER FUND LTD.
10% Owner
Period of report
Dec 6, 2018
Accepted (ET)
Dec 10, 2018 · 5:30 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, $0.01 par valueF1,F2,F3 | holding | — | — | — | 6,698,975 | I | By 40 North Latitude Master Fund Ltd. |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1In addition to 40 North Latitude Fund LP, a Delaware limited partnership ("40 North Latitude Feeder"), this Form 3 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, David J. Millstone, an American citizen, and 40 North Management LLC, a Delaware limited liability company ("40 North Management," and all of the foregoing, collectively, the "Reporting Persons"), each of whom has the same business address as 40 North Latitude Feeder.
- F2The securities reported on this Form 3 (the "Subject Securities") are 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. 40 North Management is the investment adviser to 40 North Latitude Feeder and 40 North Latitude Master.
- F340 North Latitude Master and 40 North Latitude Feeder, as pooled investment vehicles with direct and indirect holdings, respectively, in the Subject Securities; 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 be deemed to beneficially own the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As an investment adviser eligible to receive only an asset-based fee in respect of the Subject Securities, 40 North Management does not beneficially own any Subject Securities for purposes of Rule 16a-1(a)(2) under the Exchange Act. Each of the Reporting Persons disclaims beneficial ownership of the Subject Securities except to the extent of any pecuniary interest therein.