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

Source evidence Original filing metadata and source links for verification. 3 source fields
SEC form
4
Accepted by SEC
28 Sep 2022, 16:46:47 UTC
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
Dalbergia Investments LLC, By: /s/ John Rebele, Executive Vice President and Chief Financial Officer

Key filing fact

Dalbergia Investments LLC filed Form 4 for GCP Applied Technologies Inc. on 28 Sep 2022.

Key facts

  • This page summarizes Dalbergia Investments LLC's Form 4 filing for GCP Applied Technologies Inc..
  • 1 reported transaction and 0 derivative rows are listed below.
  • Accepted by SEC: 28 Sep 2022, 16:46.

Change

  • No earlier filing in this sequence is available for direct comparison.
  • Current net transaction value: -$405,265,536.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

GCP transaction

Common Stock, $0.01 par value

Other

Transaction value
$405,265,536
Shares
-12,664,548
Change %
-100%
Price
$32.00
Shares after
0
Date
27 Sep 2022
Ownership
Direct
Footnotes
F1, F2, F3, F4
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Dalbergia Investments LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 4 footnotes

Footnote 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).

Footnote 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.

Footnote 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.

Footnote 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.

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