SEC Form 3 · accession 0001144204-18-043649
GCP Applied Technologies Inc. · GCP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
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 | — | — | — | 2,118,670 | D |
Table II — derivative securities
Explanation of responses
- F1In addition to Dalbergia Investments LLC, a Delaware limited liability company ("Dalbergia"), this Form 3 is being filed jointly by Standard Industries Inc., a Delaware corporation ("Standard Industries"), Standard Industries Holdings Inc., a Delaware corporation ("Standard Holdings"), G-I Holdings Inc., a Delaware corporation ("G-I Holdings"), G Holdings LLC, a Delaware limited liability company ("G Holdings LLC"), G Holdings Inc., a Delaware corporation ("G Holdings Inc."), and Ronnie F. Heyman, an American citizen (all of the foregoing, collectively, the "Reporting Persons"). The principal business address of Dalbergia, Standard Industries, G-I Holdings, G Holdings LLC and G Holdings Inc. is 1 Campus Drive, Parsippany, New Jersey 07054. The principal business address of Standard Holdings is 1011 Centre Road, Suite 315, Wilmington, Delaware 19805. The principal business address of Ronnie F. Heyman is 9 West 57th Street, 30th Floor, New York, New York 10019.
- F2The securities reported on this Form 3 (the "Subject Securities") are held directly by Dalbergia. Standard Industries is the sole owner of Dalbergia, and each of Standard Holdings, G-I Holdings, G Holdings LLC and G Holdings Inc. is directly or indirectly a controlling owner of Standard Industries. Ronnie F. Heyman is the sole member of the Board of Directors of G Holdings Inc.
- F3Dalbergia, Standard Industries, Standard Holdings, G-I Holdings, G Holdings LLC and G Holdings Inc., as entities with direct and indirect holdings, respectively, in the Subject Securities, and Ms. Heyman, as the sole Director of G Holdings Inc., 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"). Ms. Heyman 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.
Remarks
Form 3 was previously filed by the Reporting Persons on 4/13/2018 for a Date of Event of 4/3/2018 ("Initial Date of Event"). As of the Initial Date of Event, the Reporting Persons, along with other members of its reporting group (collectively, "Reporting Group"), beneficially owned over 10% of Issuer's then-current total outstanding amount of the Subject Securities. Issuer's Current Report on Form 8-K filed with the SEC on 8/7/2018 updated its total number of shares outstanding as of 6/30/2018. As a result, the Reporting Group beneficially owned less than 10% of Issuer's total outstanding amount of the Subject Securities. The Reporting Group did not purchase or sell Subject Securities from the Initial Date of Event through and including 8/7/2018. This Form 3 is being filed because one or more members of the Reporting Group purchased additional Subject Securities on 8/8/2018 resulting in the Reporting Group once again becoming a 10% Owner.