William C. Dockman - 22 Sep 2021 Form 4 Insider Report for W R GRACE & CO

Footnote F1

This Form 4 reports securities disposed of pursuant to the Agreement & Plan of Merger (the "Merger Agreement"), dated April 26, 2021, among W. R. Grace & Co. ("Company"), W. R. Grace Holdings LLC (fka Gibraltar Acquisition Holdings LLC), a Delaware limited liability company ("Parent"), and Gibraltar Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), filed as Exhibit 2.1 to the Company's Form 8-K filed with the SEC on April 26, 2021, pursuant to which on Sept. 22, 2021, Merger Sub merged with and into the Company (the "Merger") and pursuant to which the Company survived the Merger as a wholly owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each issued & outstanding share of Company common stock was cancelled and converted into the right to receive $70.00 in cash (the "Merger Consideration") without interest, subject to withholding taxes.

Footnote F2

Represents performance-based awards that became vested and were converted at the Effective Time into the right to receive an amount in cash (without interest) equal to the product of the Merger Consideration multiplied by the number of shares of common stock of the Company subject to such award immediately prior to the Effective Time, which converted cash award will be subject to continued service vesting and other terms described in the Merger Agreement.

Footnote F3

Each restricted stock unit represented a contingent right to receive one share of Common Stock or at the Company's election, the cash value thereof.

Footnote F4

At the Effective Time, each outstanding restricted stock unit converted into the right to receive an amount in cash (without interest) equal to the product of the Merger Consideration multiplied by the number of shares of common stock of the Company subject to such award immediately prior to the Effective Time, which converted cash award will be subject to continued service vesting and other terms described in the Merger Agreement.

Footnote F5

At the Effective Time, each outstanding option to acquire shares of common stock of the Company was cancelled and converted into the right to receive the product of the excess, if any, of the Merger Consideration over the applicable exercise price of such option, multiplied by the total number of shares of common stock of the Company subject to such option. Any options that had an exercise price per share that was equal to or greater than the Merger Consideration were cancelled for no consideration.