Dalbergia Investments LLC - Sep 27, 2022 Form 4 Insider Report for GCP Applied Technologies Inc. (GCP)

Role
10%+ Owner
Signature
Dalbergia Investments LLC, By: /s/ John Rebele, Executive Vice President and Chief Financial Officer
Stock symbol
GCP
Transactions as of
Sep 27, 2022
Transactions value $
-$405,265,536
Form type
4
Date filed
9/28/2022, 04:46 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GCP Common Stock, $0.01 par value Other -$405M -12.7M -100% $32.00 0 Sep 27, 2022 Direct F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Dalbergia Investments LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 On September 27, 2022 (the "Effective Time"), pursuant to the terms of the Agreement and Plan of Merger, dated as of December 5, 2021, among the Issuer, Cyclades Parent, Inc. ("Parent"), and Cyclades Merger Sub, Inc. ("Merger Sub"), a wholly owned subsidiary of Parent (the "Merger Agreement"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and a direct wholly-owned subsidiary of Parent. At the Effective Time, pursuant to the terms of the Merger Agreement, each share of Issuer Common Stock beneficially owned by the Reporting Persons was converted into the right to receive $32.00 in cash (without interest).
F2 In addition to Dalbergia Investments LLC, a Delaware limited liability company ("Dalbergia"), this Form 4 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"), and G Holdings Inc., a Delaware corporation ("G Holdings Inc.," and 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.
F3 The securities reported on this Form 4 (the "Subject Securities") were 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.
F4 The Reporting Persons, as entities with direct and indirect holdings, respectively, in the Subject Securities prior to their disposition at the Effective Time, may have been deemed to beneficially own the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended. Each of the Reporting Persons disclaimed beneficial ownership of the Subject Securities except to the extent of any pecuniary interest therein.