Cheree H. Johnson - 22 Sep 2021 Form 4 Insider Report for W R GRACE & CO

Reporting relationship: Sr VP, GC and Secretary
Issuer ticker: N/A
Reported as of: 22 Sep 2021
Net transaction value: $0
SEC form: 4
Accepted by SEC: 22 Sep 2021, 19:10:07 UTC
Next SEC filing: 08 Mar 2022
Source filing: View source filing
Reporting owner signature: /s/ Sean E. Dempsey, Attorney-in-Fact

Key filing fact

Cheree H. Johnson filed Form 4 for W R GRACE & CO on 22 Sep 2021.

Key facts

This page summarizes Cheree H. Johnson's Form 4 filing for W R GRACE & CO.
3 reported transactions and 1 derivative row are listed below.
Accepted by SEC: 22 Sep 2021, 19:10.

Change

No earlier filing in this sequence is available for direct comparison.
Current net transaction value: $0.

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.

GRA transaction

Common Stock, par value $0.01 per share

Award

Transaction value
Shares: +3,998
Change %
Price
Shares after: 3,998
Date: 22 Sep 2021
Ownership: Direct
Footnotes: F1, F2

GRA transaction

Common Stock, par value $0.01 per share

Disposed to Issuer

Transaction value
Shares: -3,998
Change %: -100%
Price
Shares after: 0
Date: 22 Sep 2021
Ownership: Direct
Footnotes: F1, F2

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

GRA transaction Derivative

Restricted Stock Units

Disposed to Issuer

Transaction value
Shares: -9,071
Change %: -100%
Price
Shares after: 0
Date: 22 Sep 2021
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 9,071
Exercise price
Footnotes: 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

Cheree H. Johnson 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

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. (See footnote 2 below for an explanation of defined terms.)

Footnote F2

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 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.

SEC remarks