SEC Form 4 · accession 0001644440-16-000115
GCP Applied Technologies Inc. · GCP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gregory E Poling
Officer — President and CEO · Director
Period of report
Feb 4, 2016
Accepted (ET)
Feb 8, 2016 · 3:55 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001644440
Table I — non-derivative securities
No Table I lines on this filing.
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)F1,F2 | $8.47 | Feb 4, 2016 | A | 59,674 | A | — | May 5, 2016 | Common Stock | 59,674 | 59,674 | D |
| Employee Stock Options (rights to buy)F1,F3 | $8.27 | Feb 4, 2016 | A | 9,945 | A | — | Nov 3, 2016 | Common Stock | 9,945 | 9,945 | D |
| Employee Stock Options (rights to buy)F1,F4 | $9.71 | Feb 4, 2016 | A | 80,560 | A | — | Jun 28, 2017 | Common Stock | 80,560 | 80,560 | D |
| Employee Stock Options (rights to buy)F1,F5 | $15.36 | Feb 4, 2016 | A | 36,686 | A | — | May 2, 2018 | Common Stock | 36,686 | 36,686 | D |
| Employee Stock Options (rights to buy)F1,F6 | $18.58 | Feb 4, 2016 | A | 32,162 | A | — | May 8, 2019 | Common Stock | 32,162 | 32,162 | D |
| Employee Stock Options (rights to buy)F1,F7 | $20.00 | Feb 4, 2016 | A | 195,045 | A | — | May 7, 2020 | Common Stock | 195,045 | 195,045 | D |
| Restricted Stock UnitsF1,F8,F9,F10,F11 | — | Feb 4, 2016 | A | 39,009 | A | — | — | Common Stock | 39,009 | 39,009 | D |
Explanation of responses
- F1Acquired on February 4, 2016 pursuant to the Employee Matters Agreement as described in the Remarks below.
- F10Restricted stock units vest on May 7, 2018.
- F11Not Applicable
- F2Options become exercisable in three substantially equal annual installments beginning on May 4,2012; May 3, 2013; and May 5, 2014.
- F3Options become exercisable in three substantially equal installments beginning on November 5, 2012; November 4, 2013 and November 3, 2014.
- F4Options become exercisable in three substantially equal annual installments beginning on June 28, 2013; June 27, 2014; and June 26, 2015.
- F5Options become exercisable in three substantially equal annual installments beginning on May 2, 2014; May 1, 2015; and May 2, 2016.
- F6Options become exercisable in three substantially equal annual installments beginning on May 8, 2015; May 6, 2016; and May 8, 2017.
- F7Options become exercisable in three substantially equal annual installments beginning on May 6, 2016; May 5, 2017; and May 7, 2018.
- F8Acquired pursuant to adjustments of previous W. R. Grace & Co. restricted stock units ("RSUs") in accordance with the Employee Matters Agreement. Pursuant to the GCP 2016 Stock Incentive Plan each RSU represents a contingent right to receive one share of GCP common stock.
- F9Each RSU represents a contingent right to receive one share of Grace common stock.
Remarks
The terms of each of the reporting person's outstanding W. R. Grace & Co. ("Grace") options and restricted stock unit awards were adjusted pursuant to the Employee Matters Agreement among Grace, W. R. Grace & Co.Conn. and GCP Applied Technologies Inc. ("GCP") relating to the February 3, 2016 distribution by Grace to its stockholders of all of the outstanding shares of the common stock of GCP. All information regarding options and restricted stock unit awards is shown on this Form 4 on a post-adjustment basis.