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

Role: Director
Signature: /s/ Peter A. Feld
Stock symbol: GCP
Transactions as of: Sep 27, 2022
Transactions value $: -$209,865,472
Form type: 4
Date filed: 9/27/2022, 02:12 PM
Previous filing: Sep 15, 2022
Next filing: Dec 16, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GCP	Common Stock	Disposed to Issuer	-$585K	-18.3K	-100%	$32.00	0	Sep 27, 2022	Direct	F1
transaction	GCP	Common Stock	Disposed to Issuer	-$209M	-6.54M	-100%	$32.00	0	Sep 27, 2022	By Starboard Value LP	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Peter A. Feld 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, whereby each outstanding share of the Issuer's common stock was cancelled at the effective time of the merger and converted into the right to receive a cash payment of $32.00 per share.
F2	Starboard Value LP ("Starboard") serves as the investment manager or manager of certain managed accounts and private investment funds (collectively, the "Starboard Accounts"), which hold the securities reported herein and as such may be deemed to beneficially own such securities. The Reporting Person, as a Managing Member of Starboard, may be deemed to beneficially own the securities held by the Starboard Accounts for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

Content

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, whereby each outstanding share of the Issuer's common stock was cancelled at the effective time of the merger and converted into the right to receive a cash payment of $32.00 per share.

Starboard Value LP ("Starboard") serves as the investment manager or manager of certain managed accounts and private investment funds (collectively, the "Starboard Accounts"), which hold the securities reported herein and as such may be deemed to beneficially own such securities. The Reporting Person, as a Managing Member of Starboard, may be deemed to beneficially own the securities held by the Starboard Accounts for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.