Craig A. Merrill - Sep 27, 2022 Form 4 Insider Report for GCP Applied Technologies Inc. (GCP)

Role
Vice President and Chief Financial Officer
Signature
/s/ Michael W. Valente, Attorney-in-Fact
Stock symbol
GCP
Transactions as of
Sep 27, 2022
Transactions value $
-$1,363,309
Form type
4
Date filed
9/27/2022, 01:54 PM
Previous filing
Dec 30, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GCP Common Stock Disposed to Issuer -$349K -10.9K -53.43% $32.00 9.5K Sep 27, 2022 Direct F1
transaction GCP Common Stock Disposed to Issuer -$304K -9.5K -100% $32.00 0 Sep 27, 2022 Direct F2
transaction GCP Common Stock Award $0 +18.3K $0.00 18.3K Sep 27, 2022 Direct F3
transaction GCP Common Stock Disposed to Issuer -$585K -18.3K -100% $32.00 0 Sep 27, 2022 Direct F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction GCP Employee Stock Options (rights to buy) Disposed to Issuer -$50.9K -3.4K -100% $14.96 0 Sep 27, 2022 Common Stock 3.4K $17.04 Direct F5
transaction GCP Employee Stock Options (rights to buy) Disposed to Issuer -$34.5K -6.16K -100% $5.60* 0 Sep 27, 2022 Common Stock 6.16K $26.40 Direct F6
transaction GCP Employee Stock Options (rights to buy) Disposed to Issuer -$40.6K -7.22K -100% $5.63* 0 Sep 27, 2022 Common Stock 7.22K $26.37 Direct F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Craig A. Merrill is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Disposed of pursuant to the Agreement and Plan of Merger, by and among Cyclades Parent, Inc., Cyclades Merger Sub, Inc., GCP Applied Technologies Inc. (the "Issuer") and Compagnie de Saint-Gobain S.A., dated December 5, 2021 (the "Merger Agreement"), whereby each outstanding share of the Issuer's common stock was cancelled at the effective time (the "Effective Time") of the merger (the "Merger") and converted into the right to receive a cash payment of $32.00 per share (the "Merger Consideration").
F2 Disposed of pursuant to the Merger Agreement, whereby unvested restricted stock units ("Company RSUs") which were outstanding as of immediately prior to the Effective Time and subject solely to service-based vesting conditions fully vested, and each Company RSU that was outstanding immediately prior to the Effective Time was canceled at the Effective Time, in exchange for cash payments in the amount of the Merger Consideration (without interest).
F3 Represents shares of Issuer common stock issued under Company performance based stock units ("Company PBUs") that became vested in connection with the Merger.
F4 Disposed of pursuant to the Merger Agreement, whereby each Company PBU that was outstanding immediately prior to the Effective Time was canceled at the Effective Time, in exchange for cash payments in the amount of the Merger Consideration (without interest).
F5 This option was canceled in the Merger in exchange for a cash payment of $152,651.84, representing the difference between the exercise price of the option and the Merger Consideration.
F6 This option was canceled in the Merger in exchange for a cash payment of $34,501.60, representing the difference between the exercise price of the option and the Merger Consideration.
F7 This option was canceled in the Merger in exchange for a cash payment of $40,648.60, representing the difference between the exercise price of the option and the Merger Consideration.

Remarks:

Vice President and Chief Financial Officer