SEC Form 4 · accession 0001144204-18-065205
W R GRACE & CO · GRA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
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 14, 2018
Accepted (ET)
Dec 18, 2018 · 6:19 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,F4 | Dec 14, 2018 | P | 88,913 | $61.0333 | A | 7,526,735 | I | By 40 North Latitude Master Fund Ltd. |
| Common Stock, $0.01 par valueF5,F2,F3,F4 | Dec 14, 2018 | P | 175,000 | $61.1826 | A | 7,701,735 | I | By 40 North Latitude Master Fund Ltd. |
| Common Stock, $0.01 par valueF6,F2,F3,F4 | Dec 17, 2018 | P | 165,458 | $59.5922 | A | 7,867,193 | I | By 40 North Latitude Master Fund Ltd. |
| Common Stock, $0.01 par valueF7,F2,F3,F4 | Dec 17, 2018 | P | 68,168 | $60.5637 | A | 7,935,361 | I | By 40 North Latitude Master Fund Ltd. |
| Common Stock, $0.01 par valueF8,F2,F3,F4 | Dec 17, 2018 | P | 105,000 | $60.2811 | A | 8,040,361 | I | By 40 North Latitude Master Fund Ltd. |
| Common Stock, $0.01 par valueF9,F2,F3,F4 | Dec 17, 2018 | P | 50,000 | $60.3534 | A | 8,090,361 | I | By 40 North Latitude Master Fund Ltd. |
| Common Stock, $0.01 par valueF10,F2,F3,F4 | Dec 18, 2018 | P | 101,711 | $60.6716 | A | 8,192,072 | I | By 40 North Latitude Master Fund Ltd. |
| Common Stock, $0.01 par valueF11,F2,F3,F4 | Dec 18, 2018 | P | 15,414 | $61.0496 | A | 8,207,486 | I | By 40 North Latitude Master Fund Ltd. |
| Common Stock, $0.01 par valueF12,F2,F3,F4 | Dec 18, 2018 | P | 10,000 | $60.5145 | A | 8,217,486 | I | By 40 North Latitude Master Fund Ltd. |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $60.7650 to $61.4600. The Reporting Persons (as defined in footnote 2 below) undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnotes 1, 5, 6, 7, 8, 9, 10, 11 and 12 to this Form 4.
- F10The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $59.9800 to $60.9800.
- F11The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $60.9850 to $61.2000.
- F12The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $60.3800 to $60.7500.
- F2In 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.
- F3The securities reported on this Form 4 (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.
- F440 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"). Each of the Reporting Persons disclaims beneficial ownership of the Subject Securities except to the extent of any pecuniary interest therein.
- F5The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $60.9500 to $61.2600.
- F6The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $59.2250 to $60.2250.
- F7The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $60.2300 to $61.0000.
- F8The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $59.9250 to $60.4800.
- F9The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $60.0300 to $60.7400.