GRA / W.R. Grace & Co. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 1-13953 W. R. GRACE & CO. (Exact name of registrant as specified in its char

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported) September 29, 2021 W.

As filed with the Securities and Exchange Commission on September 22, 2021

As filed with the Securities and Exchange Commission on September 22, 2021 Registration No.

JOINT FILING OF SCHEDULE 13D

Exhibit 1 AGREEMENT JOINT FILING OF SCHEDULE 13D The undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13D and any future amendments thereto reporting each of the undersigned?s ownership of securities of W.

AMENDED AND RESTATED BYLAWS W. R. GRACE & CO. ARTICLE I

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF W. R. GRACE & CO. ARTICLE I Stockholders Section 1.1. Annual Meetings. An annual meeting of stockholders of W. R. Grace & Co. (the ?Corporation?) for the election of directors and for the transaction of any other proper business shall be held at such date, time and place (either within or without the State of Delaware) or may not be held at any place, but

GRA / Grace (W. R.) & Co. / 40 North Management LLC - SC 13D/A Activist Investment

SC 13D/A 1 tm2127310d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 14)* Under the Securities Exchange Act of 1934 W.R. GRACE & CO. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 38388F108 (CUSIP Number) David S. Winter David J. Millstone 40 North Management LLC 9 West 57th Street, 47

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) W. R. GRACE & CO. (Name of the Issuer) W. R. Grace & Co. Gibraltar

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) W. R. GRACE & CO. (Name of the Issuer) W. R. Grace & Co. Gibraltar Merger Sub Inc. W. R. Grace Holdings LLC W. R. Grace Midco Holdings LLC W. R. Grace Parent Holdings LLC Standard Industries Inc. Standard Industries H

Changes in Control of Registrant, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported) September 22, 2021 W.

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION W. R. GRACE & CO. September 22, 2021

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF W. R. GRACE & CO. September 22, 2021 FIRST. The name of the corporation is W. R. Grace & Co. (the ?Corporation?). SECOND. The address of the Corporation?s registered office in the State of Delaware is 251 Little Falls Drive, City of Wilmington, County of New Castle 19808. The name of its registered agent at such address is Corporatio

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported) September 22, 2021 W.

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on October 04, 2021, pursuant to the provisions of Rule 12d2-2 (a).

As filed with the Securities and Exchange Commission on September 22, 2021

As filed with the Securities and Exchange Commission on September 22, 2021 Registration No.

Grace Shareholders Approve Transaction with Standard Industries Holdings

Exhibit 99.1 Grace Shareholders Approve Transaction with Standard Industries Holdings COLUMBIA, Md ? Sept. 17, 2021 ? W. R. Grace & Co. (NYSE: GRA) (the ?Company?) today announced that, at a Special Meeting of Shareholders held today, the Company?s shareholders approved a proposal to adopt the merger agreement (the ?Merger Agreement?) between Grace and an affiliate of Standard Industries Holdings

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported) September 17, 2021 W.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported) September 7, 2021 W.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported) September 7, 2021 W.

GRA / Grace (W. R.) & Co. / 40 North Management LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 13)* Under the Securities Exchange Act of 1934 W.R. GRACE & CO. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 38388F108 (CUSIP Number) David S. Winter David J. Millstone 40 North Management LLC 9 West 57th Street, 47th Floor New York, New York 10019 (212) 82

STANDARD INDUSTRIES ANNOUNCES BOB PATEL TO JOIN AS CEO OF W. R. GRACE Appointment to Take Effect January 2022 Brings Over 30 Years of Experience Transforming Industrial Businesses

Exhibit 14 STANDARD INDUSTRIES ANNOUNCES BOB PATEL TO JOIN AS CEO OF W. R. GRACE Appointment to Take Effect January 2022 Brings Over 30 Years of Experience Transforming Industrial Businesses (August 31, 2021, NEW YORK, N.Y.)?Standard Industries Holdings (?Standard?), a privately-held global industrial company, today announced, in anticipation of the closing of its acquisition of W. R. Grace (?Grac

JOINT FILING OF SCHEDULE 13D

Exhibit 1 AGREEMENT JOINT FILING OF SCHEDULE 13D The undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13D and any future amendments thereto reporting each of the undersigned?s ownership of securities of W.

FOURTH SUPPLEMENTAL INDENTURE

Exhibit 4.1 Execution Version FOURTH SUPPLEMENTAL INDENTURE FOURTH SUPPLEMENTAL INDENTURE (this ?Fourth Supplemental Indenture?), dated as of August 17, 2021, between W. R. Grace & Co.-Conn, a Connecticut corporation (the ?Company?) and Wilmington Trust, National Association, as trustee under the indenture referred to below (the ?Trustee?). W I T N E S S E T H: WHEREAS, the Company and the Guarant

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported) August 17, 2021 (August 16, 2021) W.

W. R. Grace Holdings LLC and W. R. Grace & Co.-Conn. Announce Results of Early Participation in Exchange Offers and Consent Solicitations

Exhibit 99.1 W. R. Grace Holdings LLC and W. R. Grace & Co.-Conn. Announce Results of Early Participation in Exchange Offers and Consent Solicitations NEW YORK, NY, August 16, 2021? W. R. Grace Holdings LLC (formerly known as Gibraltar Acquisition Holdings LLC) (?Holdings?) and W. R. Grace & Co. (NYSE: GRA) (?Grace?) today announced that, in connection with the previously announced offers to eligi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

DEFM14A 1 nc10024379x12defm14a.htm DEFM14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2 ) W. R. GRACE & CO. (Name of the Issuer) W. R. Grace & Co. Gibraltar

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2 ) W. R. GRACE & CO. (Name of the Issuer) W. R. Grace & Co. Gibraltar Merger Sub Inc. W. R. Grace Holdings LLC W. R. Grace Midco Holdings LLC W. R. Grace Parent Holdings LLC Standard Industries Inc. Standard Industries

Grace News Media Relations Caitlin Leopold +1 410.531.8870 [email protected] Investor Relations Jason Hershiser +1 410.531.8835 [email protected] Grace Reports Second Quarter 2021 Results Driven by 22.5% Sales Growth

Grace News Media Relations Caitlin Leopold +1 410.531.8870 [email protected] Investor Relations Jason Hershiser +1 410.531.8835 [email protected] Grace Reports Second Quarter 2021 Results Driven by 22.5% Sales Growth Second Quarter 2021 Highlights ?Net sales of $512.9 million were up 22.5%, or up 19.8% on constant currency; all segments increased year over year for the second conse

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-13953 W. R.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported) August 2, 2021 W.

Certification of Periodic Report by Principal Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002

EXHIBIT 31(i).2 CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, William C. Dockman, certify that: 1.I have reviewed this quarterly report on Form 10-Q of W. R. Grace & Co.; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circu

Mine Safety Disclosure Exhibit

EXHIBIT 95 MINE SAFETY DISCLOSURES The following table provides information about citations, orders and notices issued from the Mine Safety and Health Administration (the "MSHA") under the Federal Mine Safety and Health Act of 1977 (the "Mine Act") during the most recent fiscal quarter.

Certification of Periodic Report by Principal Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002

EXHIBIT 31(i).1 CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Hudson La Force, certify that: 1.I have reviewed this quarterly report on Form 10-Q of W. R. Grace & Co.; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumst

[LETTERHEAD OF WACHTELL, LIPTON, ROSEN & KATZ] July 26, 2021

[LETTERHEAD OF WACHTELL, LIPTON, ROSEN & KATZ] July 26, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attention: Christina Chalk Re: W. R. Grace & Co. Amendment No. 2 to Preliminary Proxy Statement on Schedule 14A Filed July 6, 2021 File No. 001-13953 Schedule 13E-3 Filed July 6, 2021 by 40 North Management LLC et al.

(d)(1) Agreement and Plan of Merger, dated as of April 26, 2021, by and among W. R. Grace & Co., Gibraltar Acquisition Holdings LLC and Gibraltar Merger Sub Inc. (incorporated herein by reference to Annex A of the Proxy Statement).

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) PRELIMINARY?SUBJECT TO COMPLETION Filed by the Registrant ? ? ? Filed by a party other than the Registrant ?? Check the appropriate box: ? Preliminary Proxy Statement ?? Confidential, for Use of the

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) W. R. GRACE & CO. (Name of the Issuer) W. R. Grace & Co. Gibraltar

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) W. R. GRACE & CO. (Name of the Issuer) W. R. Grace & Co. Gibraltar Merger Sub Inc. Gibraltar Acquisition Holdings LLC Gibraltar Midco Holdings LLC Gibraltar Parent Holdings LLC Standard Industries Inc. Standard Indust

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported) July 7, 2021 W.

(c)(3)* Hypothetical Undisturbed Share Price Analysis and Offer Premiums Presentation to the Board of Directors, dated April 1, 2021, prepared by Goldman Sachs & Co., LLC.

Exhibit (c)(3)

(c)(9)* Update to Discussion Materials for the Board of Directors, dated May 23, 2021, prepared by Moelis & Company LLC.

Exhibit (c)(9)

(c)(8)* Revised Discussion Materials for the Board of Directors, dated April 26, 2021, prepared by Moelis & Company LLC.

Exhibit (c)(8)

(d)(3)* Limited Guaranty, dated as of April 26, 2021, by and between W. R. Grace & Co. and Standard Industries Holdings Inc.

Exhibit (d)(3) LIMITED GUARANTY This Limited Guaranty, dated as of April 26, 2021 (this ?Limited Guaranty?), is made by Standard Industries Holdings Inc.

(c)(11)* Discussion Materials provided to the management of 40 North Management LLC, dated November 16, 2020, prepared by Citigroup Global Markets Inc.

Exhibit (c)(11)

(d)(7)* Amended and Restated Commitment Letter, dated as of May 17, 2021, by and among JPMorgan Chase Bank, N.A., BNP Paribas, BNP Paribas Securities Corp., Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Deutsche Bank AG New York Branch, Citigroup Global Markets Inc., Mizuho Bank, Ltd., HSBC Securities (USA) Inc., HSBC Bank USA, N.A., The Toronto-Dominion Bank, New York Branch, TD Securities USA and Gibraltar Acquisition Holdings LLC.

Exhibit (d)(7) JPMORGAN CHASE BANK, N.A. 383 Madison Avenue New York, NY 10179 BNP PARIBAS BNP PARIBAS SECURITIES CORP. 787 Seventh Avenue New York, New York 10019 DEUTSCHE BANK AG NEW YORK BRANCH DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH DEUTSCHE BANK SECURITIES INC. 60 Wall Street New York, New York 10005 CITIGROUP GLOBAL MARKETS INC. 388 Greenwich Street New York, New York 10013 MIZUHO BANK, LTD.

(c)(5)* Presentation to the Board of Directors, dated April 25, 2021, prepared by Goldman Sachs & Co., LLC.

Exhibit (c)(5)

(c)(4)* Board Discussion Materials, dated April 7, 2021, prepared by Goldman Sachs & Co., LLC.

Exhibit (c)(4)

(d)(1) Agreement and Plan of Merger, dated as of April 26, 2021, by and among W. R. Grace & Co., Gibraltar Acquisition Holdings LLC and Gibraltar Merger Sub Inc. (incorporated herein by reference to Annex A of the Proxy Statement).

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) PRELIMINARY?SUBJECT TO COMPLETION Filed by the Registrant ? ? ? Filed by a party other than the Registrant ?? Check the appropriate box: ? Preliminary Proxy Statement ?? Confidential, for Use of the

(c)(10)* Discussion Materials provided to the management of 40 North Management LLC, dated October 23, 2020, prepared by Citigroup Global Markets Inc.

Exhibit (c)(10)

(d)(6)* Equity Commitment Letter, dated as of April 26, 2021, by and between Gibraltar Acquisition Holdings LLC and Standard Industries Holdings Inc.

Exhibit (d)(6) Standard Industries Holdings Inc. 9 West 57th Street, 47th Floor New York, NY 10019 April 26, 2021 Gibraltar Acquisition Holdings LLC 9 West 57th Street, 47th Floor New York, New York 10019 Re: W. R. Grace & Co. Equity Commitment Letter Ladies and Gentlemen: Reference is made to the Agreement and Plan of Merger, dated April 26, 2021 (as may be amended, restated, supplemented or othe

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 W. R. GRACE & CO. (Name of the Issuer) W. R. Grace & Co. Gibraltar Merger Sub Inc. Gi

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 W. R. GRACE & CO. (Name of the Issuer) W. R. Grace & Co. Gibraltar Merger Sub Inc. Gibraltar Acquisition Holdings LLC Gibraltar Midco Holdings LLC Gibraltar Parent Holdings LLC Standard Industries Inc. Standard Industries Holdings Inc.

(c)(12)* Discussion Materials provided to the management of 40 North Management LLC, dated February 24, 2021, prepared by Citigroup Global Markets Inc. and J.P. Morgan Securities LLC.

Exhibit (c)(12)

(c)(6)* Discussion Materials for the Board of Directors, dated April 7, 2021, prepared by Moelis & Company LLC.

Exhibit (c)(6)

(c)(13)* Discussion Materials provided to the management of 40 North Management LLC, dated March 23, 2021, prepared by J.P. Morgan Securities LLC.

Exhibit (c)(13)

(c)(7)* Discussion Materials for the Board of Directors by Moelis & Company LLC, dated April 25, 2021, prepared by Moelis & Company LLC.

Exhibit (c)(7)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Filed by the Registrant ? ? ? Filed by a party other than the Registrant ?? Check the appropriate box: ? Preliminary Proxy Statement ?? Confidential, for Use of the Commission Only (as permitted by

[LETTERHEAD OF WACHTELL, LIPTON, ROSEN & KATZ] June 21, 2021

CORRESP 1 filename1.htm [LETTERHEAD OF WACHTELL, LIPTON, ROSEN & KATZ] June 21, 2021 VIA HAND DELIVERY AND EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attention: Jane Park Celeste Murphy Christina Chalk Re: W. R. Grace & Co. Preliminary Proxy Statement on Schedule 14A Filed May 24, 2021 File No. 001-13953 Dear Mses. Park, Mu

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported) June 1, 2021 W.

Grace News Media Relations Caitlin Leopold +1 410.531.8870 [email protected] Investor Relations Jason Hershiser +1 410.531.8835 [email protected] Grace Completes Acquisition of Fine Chemistry Business

Exhibit 99.1 Grace News Media Relations Caitlin Leopold +1 410.531.8870 [email protected] Investor Relations Jason Hershiser +1 410.531.8835 [email protected] Grace Completes Acquisition of Fine Chemistry Business COLUMBIA, Md., JUNE 1, 2021 ? W. R. Grace & Co. (NYSE: GRA, the ?Company?) today announced the completion of its acquisition of the Fine Chemistry Services business (?FCS

Incremental Facility Amendment No. 1 to Credit Agreement, dated as of June 1, 2021, by and among W. R. Grace & Co., W. R. Grace & Co.–Conn., certain subsidiaries thereof, Goldman Sachs Bank USA, as Administrative Agent and Collateral Agent, and the other lenders from time to time party thereto.

EXHIBIT 4.1 EXECUTION VERSION INCREMENTAL FACILITY AMENDMENT NO. 1 TO CREDIT AGREEMENT INCREMENTAL FACILITY AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of June 1, 2021 (this ?Amendment?), among W. R. Grace & Co.-Conn., a Connecticut corporation (the ?US Borrower?), W. R. Grace & Co., a Delaware corporation (?Holdings?), each other Loan Party party hereto, Goldman Sachs Bank USA, as Administrativ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confide

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confide

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? ? ? Filed by a party other than the Registrant ?? Check the appropriate box: ? Preliminary Proxy Statement ?? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

(a)(9) Employee FAQ Circulated May 18, 2021 (filed by W. R. Grace & Co. on May 18, 2021 pursuant to pursuant to Rule 14a-12 of the Exchange Act and incorporated herein by reference).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

(a)(8) A Letter from Co-CEOs of Standard Industries Holdings to Employees of W. R. Grace & Co. Sent on May 13, 2021 (filed by W. R. Grace & Co. on May 13, 2021 pursuant to pursuant to Rule 14a-12 of the Exchange Act and incorporated herein by reference).

DEFA14A 1 nc10024379x2defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by

Certification of Periodic Report by Principal Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002

EXHIBIT 31(i).2 CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, William C. Dockman, certify that: 1.I have reviewed this quarterly report on Form 10-Q of W. R. Grace & Co.; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circu

Mine Safety Disclosure Exhibit

EXHIBIT 95 MINE SAFETY DISCLOSURES The following table provides information about citations, orders and notices issued from the Mine Safety and Health Administration (the "MSHA") under the Federal Mine Safety and Health Act of 1977 (the "Mine Act") during the most recent fiscal quarter.

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-13953 W. R.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported) May 7, 2021 W.

Certification of Periodic Report by Principal Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002

EXHIBIT 31(i).1 CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Hudson La Force, certify that: 1.I have reviewed this quarterly report on Form 10-Q of W. R. Grace & Co.; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumst

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported) May 6, 2021 W.

Grace News Media Relations Caitlin Leopold +1 410.531.8870 [email protected] Investor Relations Jason Hershiser +1 410.531.8835 [email protected] Grace Reports First Quarter 2021 Results; Delivers Strong Start to the Year

Grace News Media Relations Caitlin Leopold +1 410.531.8870 [email protected] Investor Relations Jason Hershiser +1 410.531.8835 [email protected] Grace Reports First Quarter 2021 Results; Delivers Strong Start to the Year First Quarter 2021 Highlights ?Net sales of $456.7 million were up 8.4%, or up 5.8% on constant currency; all segments returned to year over year growth in the qu

Certification of Periodic Report by Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.

EXHIBIT 31(i).3 CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Hudson La Force, certify that: 1.I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K/A of W. R. Grace & Co.; and 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made

Certification of Periodic Report by Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002.

EXHIBIT 31(i).4 CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, William C. Dockman, certify that: 1.I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K/A of W. R. Grace & Co.; and 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements m

Annual Report - 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-13953 W. R. GRAC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 12)* Under the Securities Exchange Act of 1934 W.R. GRACE & CO. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 12)* Under the Securities Exchange Act of 1934 W.R. GRACE & CO. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 38388F108 (CUSIP Number) David S. Winter David J. Millstone 40 North Management LLC 9 West 57th Street, 47th Floor New York, New York 10019 (212) 82

- FORM DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported) April 26, 2021 W.

[Signature page follows]

EX-10.1 3 nc10023607x3ex10-1.htm EXHIBIT 10.1 EXHIBIT 10.1 VOTING AGREEMENT This Voting Agreement (this “Agreement”) is made and entered into as of April 26, 2021 (the “Agreement Date”), by and between W. R. Grace & Co., a Delaware corporation (the “Company”), and the stockholder of the Company listed on Schedule A and the signature pages hereto (the “Stockholder”). Each of the Company and the Sto

(d)(2) Voting Agreement, dated as of April 26, 2021, by and between 40 North Latitude Master Fund Ltd. and W. R. Grace & Co. (filed as Exhibit 10.1 to W. R. Grace & Co.’s Current Report on Form 8-K, filed April 26, 2021 (Film No. 21854963) and incorporated herein by reference).

EXHIBIT 10.1 VOTING AGREEMENT This Voting Agreement (this ?Agreement?) is made and entered into as of April 26, 2021 (the ?Agreement Date?), by and between W. R. Grace & Co., a Delaware corporation (the ?Company?), and the stockholder of the Company listed on Schedule A and the signature pages hereto (the ?Stockholder?). Each of the Company and the Stockholder is sometimes referred to as a ?Party.

VOTING AGREEMENT

Exhibit 12 VOTING AGREEMENT This Voting Agreement (this “Agreement”) is made and entered into as of April 26, 2021 (the “Agreement Date”), by and between W.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported) April 26, 2021 W.

(a)(7) Employee FAQ Circulated April 26, 2021 (filed by W. R. Grace & Co. on April 26, 2021 pursuant to pursuant to Rule 14a-12 of the Exchange Act and incorporated herein by reference).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

JOINT FILING OF SCHEDULE 13D

Exhibit 1 AGREEMENT JOINT FILING OF SCHEDULE 13D The undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13D and any future amendments thereto reporting each of the undersigned’s ownership of securities of W.

Standard Industries Holdings to Acquire Grace Grace Shareholders to Receive $70 per Share in Cash Transaction Valued at Approximately $7.0 Billion Delivers Significant, Immediate Cash Premium of Approximately 59% to Grace Shareholders

Exhibit 99.1 Standard Industries Holdings to Acquire Grace Grace Shareholders to Receive $70 per Share in Cash Transaction Valued at Approximately $7.0 Billion Delivers Significant, Immediate Cash Premium of Approximately 59% to Grace Shareholders COLUMBIA, Md. and NEW YORK, April 26, 2021 - W. R. Grace & Co. (NYSE: GRA), a leading global specialty chemical company and Standard Industries Holdings

(d)(9) Second Amendment to the Letter Agreement, dated as of April 26, 2021, by and between W. R. Grace & Co., 40 North Management LLC, 40 North GP III LLC, 40 North Latitude Master Fund Ltd. and 40 North Latitude Fund LP. (filed as Exhibit 13 to Amendment No. 12 to Schedule 13D, filed April 26, 2021 by 40 North Management LLC, 40 North GP III LLC, 40 North Latitude Master Fund Ltd. and 40 North Latitude Fund LP, David S. Winter and David J. Millstone, and incorporated herein by reference).

EX-99.13 4 tm2113944d1ex13.htm EXHIBIT 13 Exhibit 13 April 26, 2021 CONFIDENTIAL 40 North Management LLC 9 West 57th Street, 47th Floor New York, NY 10019 Attention: David S. Winter and David J. Millstone Ladies and Gentlemen: Reference is made to the letter agreement dated February 1, 2021 (the “NDA”) by and among 40 North Management LLC (“40 North”) and the entities listed following the signatur

(a)(6) A Letter from CEO to Employees of W. R. Grace & Co. Sent on April 26, 2021 (filed by W. R. Grace & Co. on April 26, 2021 pursuant to pursuant to Rule 14a-12 of the Exchange Act and incorporated herein by reference).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

Agreement and Plan of Merger, dated as of April 26, 2021, by and among W. R. Grace & Co., Gibraltar Acquisition Holdings LLC and Gibraltar Merger Sub Inc.**

EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER by and among W. R. GRACE & CO., GIBRALTAR ACQUISITION HOLDINGS LLC and GIBRALTAR MERGER SUB INC. Dated as of April 26, 2021 TABLE OF CONTENTS Page ARTICLE I THE MERGER 2 SECTION 1.01 The Merger 2 SECTION 1.02 The Effective Time 2 SECTION 1.03 The Closing 2 SECTION 1.04 Effects of the Merger 3 SECTION 1.05 Organizational Documents 3 SECTION 1.06 Surviving Co

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported) April 26, 2021 W.

AGREEMENT AND PLAN OF MERGER by and among W. R. GRACE & CO., GIBRALTAR ACQUISITION HOLDINGS LLC GIBRALTAR MERGER SUB INC. Dated as of April 26, 2021 TABLE OF CONTENTS

EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER by and among W. R. GRACE & CO., GIBRALTAR ACQUISITION HOLDINGS LLC and GIBRALTAR MERGER SUB INC. Dated as of April 26, 2021 TABLE OF CONTENTS Page ARTICLE I THE MERGER 2 SECTION 1.01 The Merger 2 SECTION 1.02 The Effective Time 2 SECTION 1.03 The Closing 2 SECTION 1.04 Effects of the Merger 3 SECTION 1.05 Organizational Documents 3 SECTION 1.06 Surviving Co

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported) April 26, 2021 W.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported) April 14, 2021 W.

GRACE AND 40 NORTH AGREE TO EXTENSION OF DIRECTOR NOMINATION DEADLINE

EXHIBIT 99.1 GRACE AND 40 NORTH AGREE TO EXTENSION OF DIRECTOR NOMINATION DEADLINE COLUMBIA, Md. and NEW YORK, April 14, 2021 ? W. R. Grace & Co. (NYSE: GRA) and 40 North Management LLC (?40 North?) today announced that the parties have agreed to extend the nomination deadline for 40 North to submit director candidates for election to Grace?s Board of Directors at its 2021 Annual Meeting of Shareh

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 11)* Under the Securities Exchange Act of 1934 W.R. GRACE & CO. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 11)* Under the Securities Exchange Act of 1934 W.R. GRACE & CO. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 38388F108 (CUSIP Number) David S. Winter David J. Millstone 40 North Management LLC 9 West 57th Street, 47th Floor New York, New York 10019 (212) 82

GRACE AND 40 NORTH AGREE TO EXTENSION OF DIRECTOR NOMINATION DEADLINE

Exhibit 11 GRACE AND 40 NORTH AGREE TO EXTENSION OF DIRECTOR NOMINATION DEADLINE COLUMBIA, Md.

JOINT FILING OF SCHEDULE 13D

Exhibit 1 AGREEMENT JOINT FILING OF SCHEDULE 13D The undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13D and any future amendments thereto reporting each of the undersigned?s ownership of securities of W.

(d)(8) Amendment to the Letter Agreement, dated as of April 14, 2021, by and between W. R. Grace & Co., 40 North Management LLC, 40 North GP III LLC, 40 North Latitude Master Fund Ltd. and 40 North Latitude Fund LP. (filed as Exhibit 10 to Amendment No. 11 to Schedule 13D, filed April 14, 2021 by 40 North Management LLC, 40 North GP III LLC, 40 North Latitude Master Fund Ltd. and 40 North Latitude Fund LP, David S. Winter and David J. Millstone, and incorporated herein by reference).

Exhibit 10 April 14, 2021 CONFIDENTIAL 40 North Management LLC 9 West 57th Street, 47th Floor New York, NY 10019 Attention: David S.

JOINT FILING OF SCHEDULE 13D

EX-99.1 2 tm2112229d1ex1.htm EXHIBIT 1 Exhibit 1 AGREEMENT JOINT FILING OF SCHEDULE 13D The undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13D and any future amendments thereto reporting each of the undersigned’s ownership of securities of W.R. Grace & Co., and hereby affirm that such Schedule 13D is being filed on behalf of each of the undersigned p

Hudson La Force

EX-99.9 3 tm2112229d1ex9.htm EXHIBIT 9 Exhibit 9 April 6, 2021 Hudson La Force President and Chief Executive Officer W.R. Grace & Co. 7500 Grace Drive Columbia, MD 21044 Dear Hudson: As you know, we have been working diligently with the support of our advisory banks and financing partners, which include J.P. Morgan, BNP Paribas, Citi, Deutsche Bank and Apollo. In connection with our proposal to W.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 10)* Under the Securities Exchange Act of 1934 W.R. GRACE & CO. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 10)* Under the Securities Exchange Act of 1934 W.R. GRACE & CO. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 38388F108 (CUSIP Number) David S. Winter David J. Millstone 40 North Management LLC 9 West 57th Street, 47th Floor New York, New York 10019 (212) 82

JOINT FILING OF SCHEDULE 13D

Exhibit 1 AGREEMENT JOINT FILING OF SCHEDULE 13D The undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13D and any future amendments thereto reporting each of the undersigned’s ownership of securities of W.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 9)* Under the Securities Exchange Act of 1934 W.R. GRACE & CO. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 9)* Under the Securities Exchange Act of 1934 W.R. GRACE & CO. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 38388F108 (CUSIP Number) David S. Winter David J. Millstone 40 North Management LLC 9 West 57th Street, 47th Floor New York, New York 10019 (212) 821

Grace Responds to 40 North

Exhibit 99.1 Grace News Media Relations Jamie Moser / Scott Bisang Joele Frank, Wilkinson Brimmer Katcher 212-355-4449 Investor Relations Jason Hershiser +1 410.531.8835 [email protected] Grace Responds to 40 North COLUMBIA, Md., April 1, 2021 ? W. R. Grace & Co. (NYSE: GRA) delivered the following letter to 40 North Management LLC in response to its letter this morning: April 1, 2021 Davi

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported) April 1, 2021 W.

40 North Increases Offer for W.R. Grace to $70 Per Share Offer Provides Immediate Cash to Grace Shareholders at a 74% Premium

EX-99.8 3 tm2111334d1ex8.htm EXHIBIT 8 Exhibit 8 40 North Increases Offer for W.R. Grace to $70 Per Share Offer Provides Immediate Cash to Grace Shareholders at a 74% Premium NEW YORK - 40 North Management LLC (“40 North”) today sent a letter to the Board of Directors of W.R. Grace & Co (NYSE: GRA) (“Grace” or the “Company”) increasing its offer to acquire all of the outstanding shares of common s

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported) March 19, 2021 W.

Grace Comments on Effects of Gulf Coast Freeze and Updates First Quarter 2021 Guidance

Grace Comments on Effects of Gulf Coast Freeze and Updates First Quarter 2021 Guidance COLUMBIA, Md.

Sale, Purchase and Contribution Agreement, dated as of February 25, 2021, by and among Albemarle Corporation, W. R. Grace & Co.–Conn., and Fine Chemical Manufacturing Services LLC.

CONFIDENTIAL EXECUTION DRAFT SALE, PURCHASE AND CONTRIBUTION AGREEMENT BY AND AMONG ALBEMARLE CORPORATION, W.

Letter Agreement dated November 13, 2020, between Elizabeth C. Brown, on behalf of Grace, and Cherée H. Johnson (includes indemnification provision).

Elizabeth C. Brown Senior Vice President and Chief Human Resources Officer T +1 410.531.4664 M +1 410.531.4233 [email protected] W. R. Grace & Co. 7500 Grace Drive Columbia, MD 21044 November 13, 2020 Cher?e Johnson Dear Cher?e: This letter specifies the terms of your employment with W. R. Grace & Co. (the ?Company?), as approved by the Board of Directors (the ?Board?) of the Company and/o

Certification of Periodic Report by Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.

EXHIBIT 31(i).1 CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Hudson La Force, certify that: 1.I have reviewed this annual report on Form 10-K of W. R. Grace & Co.; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstanc

List of Subsidiaries of W. R. Grace & Co.

EXHIBIT 21 W. R. GRACE & CO., a Delaware corporation U.S. SUBSIDIARIES SUBSIDIARY NAME STATE OF INCORPORATION Alltech Associates, Inc. IL Gloucester New Communities Company, Inc. NJ Grace Chemical Company of Cuba IL Grace Collections, Inc. DE Grace Energy Corporation DE Grace Management Services, Inc. DE Grace PAR Corporation DE Grace Technologies, Inc. DE Guanica-Caribe Land Development Corporati

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported) February 25, 2021 W.

Certification of Periodic Report by Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002.

EXHIBIT 31(i).2 CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, William C. Dockman, certify that: 1.I have reviewed this annual report on Form 10-K of W. R. Grace & Co.; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumst

Grace Expands Fast Growing Pharma Portfolio Grace to Acquire Albemarle’s Fine Chemistry Services Business February 25, 2021 2021 W. R. Grace & Co. | 2 Statement Regarding Safe Harbor For Forward-Looking Statements This announcement contains forward-l

Grace Expands Fast Growing Pharma Portfolio Grace to Acquire Albemarle?s Fine Chemistry Services Business February 25, 2021 2021 W.

Grace News Media Contact Jamie Moser / Jim Golden / Scott Bisang Joele Frank, Wilkinson Brimmer Katcher +1 212.355.4449 Investor Relations Jason Hershiser +1 410.531.8835 [email protected] Grace Expands Fast Growing Pharma Portfolio through A

Exhibit 99.1 Grace News Media Contact Jamie Moser / Jim Golden / Scott Bisang Joele Frank, Wilkinson Brimmer Katcher +1 212.355.4449 Investor Relations Jason Hershiser +1 410.531.8835 [email protected] Grace Expands Fast Growing Pharma Portfolio through Acquisition of Fine Chemistry Business Highly Complementary Bolt-on Acquisition Accelerates Strategy of Building Higher Growth Portfolio A

Mine Safety Disclosure Exhibit.

EXHIBIT 95 MINE SAFETY DISCLOSURES The following table provides information about citations, orders and notices issued from the Mine Safety and Health Administration (the ?MSHA?) under the Federal Mine Safety and Health Act of 1977 (the ?Mine Act?) during fiscal year 2020.

Annual Report - 10-K

Table of Contents TOC?Financial Statements UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Powers of Attorney.

EX-24 6 a4q20exhibit24.htm EX-24 EXHIBIT 24 POWER OF ATTORNEY The undersigned hereby appoints WILLIAM C. DOCKMAN, CHERÉE H. JOHNSON, and SEAN E. DEMPSEY as his/her true and lawful attorneys-in-fact for the purpose of signing the Annual Report on Form 10-K of W. R. GRACE & CO. for the year ended December 31, 2020, and all amendments thereto, to be filed with the Securities and Exchange Commission.

Sale, Purchase and Contribution Agreement, dated as of February 25, 2021, by and among Albemarle Corporation, W. R. Grace & Co.–Conn., and Fine Chemical Manufacturing Services LLC.

CONFIDENTIAL EXECUTION DRAFT SALE, PURCHASE AND CONTRIBUTION AGREEMENT BY AND AMONG ALBEMARLE CORPORATION, W.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 7)*

SC 13G/A 1 tv02127-wrgraceco.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 7)* Name of issuer: W R Grace & Co. Title of Class of Securities: Common Stock CUSIP Number: 38388F108 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule

Grace News Media Relations Caitlin Leopold +1 410.531.8870 [email protected] Investor Relations Jason Hershiser +1 410.531.8835 [email protected] Grace Reports Fourth Quarter and Full-Year 2020 Results; Delivers Strong Finish to the Y

Grace News Media Relations Caitlin Leopold +1 410.531.8870 [email protected] Investor Relations Jason Hershiser +1 410.531.8835 [email protected] Grace Reports Fourth Quarter and Full-Year 2020 Results; Delivers Strong Finish to the Year and Provides 2021 Outlook Fourth Quarter 2020 Highlights •Net sales of $470.2 million were up 12.1% sequentially versus the third quarter and down

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported) February 9, 2021 W.

(d)(4) Letter Agreement, dated as of February 1, 2021, by and between W. R. Grace & Co., 40 North Management LLC, 40 North GP III LLC, 40 North Latitude Master Fund Ltd. and 40 North Latitude Fund LP. (filed as Exhibit 7 to Amendment No. 8 to Schedule 13D, filed February 1, 2021 by 40 North Management LLC, 40 North GP III LLC, 40 North Latitude Master Fund Ltd. and 40 North Latitude Fund LP, David S. Winter and David J. Millstone, and incorporated herein by reference).

EX-99.7 3 tm214498d1ex7.htm EXHIBIT 7 Exhibit 7 EXECUTION VERSION February 1, 2021 CONFIDENTIAL 40 North Management LLC 9 West 57th Street, 47th Floor New York, NY 10019 Attention: David S. Winter and David J. Millstone Ladies and Gentlemen: In connection with the consideration by 40 North Management LLC (“40 North”) and the persons and entities listed following the signature of 40 North on the si

JOINT FILING OF SCHEDULE 13D

Exhibit 1 AGREEMENT JOINT FILING OF SCHEDULE 13D The undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13D and any future amendments thereto reporting each of the undersigned’s ownership of securities of W.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported) February 1, 2021 W.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 8)* Under the Securities Exchange Act of 1934 W.R. GRACE & CO. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 8)* Under the Securities Exchange Act of 1934 W.R. GRACE & CO. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 38388F108 (CUSIP Number) David S. Winter David J. Millstone 40 North Management LLC 9 West 57th Street, 47th Floor New York, New York 10019 (212) 821

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported) January 15, 2021 W.

Grace News Media Contact Jamie Moser / Jim Golden / Scott Bisang Joele Frank, Wilkinson Brimmer Katcher +1 212.355.4449 Investor Relations Jason Hershiser +1 410.531.8835 [email protected] Grace Responds to Revised Unsolicited Proposal from 4

Exhibit 99.1 Grace News Media Contact Jamie Moser / Jim Golden / Scott Bisang Joele Frank, Wilkinson Brimmer Katcher +1 212.355.4449 Investor Relations Jason Hershiser +1 410.531.8835 [email protected] Grace Responds to Revised Unsolicited Proposal from 40 North COLUMBIA, Md., JANUARY 15, 2021 - W. R. Grace & Co. (NYSE: GRA) today announced that it has sent a letter to 40 North Management

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 7)* Under the Securities Exchange Act of 1934 W.R. GRACE & CO. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 7)* Under the Securities Exchange Act of 1934 W.R. GRACE & CO. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 38388F108 (CUSIP Number) David S. Winter David J. Millstone 40 North Management LLC 9 West 57th Street, 47th Floor New York, New York 10019 (212) 821

40 North Increases Offer for W.R. Grace to $65 Per Share Offer Provides Immediate Cash to Grace Shareholders at 62% Premium

Exhibit 6 40 North Increases Offer for W.R. Grace to $65 Per Share Offer Provides Immediate Cash to Grace Shareholders at 62% Premium January 11, 2021—40 North Management LLC (“40 North”) today sent a letter to the Board of Directors of W.R. Grace & Co (NYSE: GRA) (“Grace” or the “Company”) increasing its offer to acquire all of the outstanding shares of common stock for $65 per share in cash. The

JOINT FILING OF SCHEDULE 13D

Exhibit 1 AGREEMENT JOINT FILING OF SCHEDULE 13D The undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13D and any future amendments thereto reporting each of the undersigned’s ownership of securities of W.

Financial Statements and Exhibits, Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported) November 9, 2020 W.

Grace News Media Contact Jamie Moser / Jim Golden / Scott Bisang Joele Frank, Wilkinson Brimmer Katcher 212-355-4449 Investor Relations Jeremy Rohen T +1 410.531.8234 [email protected] Grace Comments on Unsolicited Proposal from 40 North Board U

Exhibit 99.1 Grace News Media Contact Jamie Moser / Jim Golden / Scott Bisang Joele Frank, Wilkinson Brimmer Katcher 212-355-4449 Investor Relations Jeremy Rohen T +1 410.531.8234 [email protected] Grace Comments on Unsolicited Proposal from 40 North Board Unanimously Determines Proposal Significantly Undervalues Company COLUMBIA, Md., - November 9, 2020 - W. R. Grace & Co. (NYSE: GRA) today

GRA / Grace (W. R.) & Co. / 40 North Management LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 6)* Under the Securities Exchange Act of 1934 W.R. GRACE & CO. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 38388F108 (CUSIP Number) David S. Winter David J. Millstone 40 North Management LLC 9 West 57th Street, 47th Floor New York, New York 10019 (212) 821

JOINT FILING OF SCHEDULE 13D

Exhibit 1 AGREEMENT JOINT FILING OF SCHEDULE 13D The undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13D and any future amendments thereto reporting each of the undersigned’s ownership of securities of W.

Mine Safety Disclosure Exhibit

EXHIBIT 95 MINE SAFETY DISCLOSURES The following table provides information about citations, orders and notices issued from the Mine Safety and Health Administration (the "MSHA") under the Federal Mine Safety and Health Act of 1977 (the "Mine Act") during the most recent fiscal quarter.

Certification of Periodic Report by Principal Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002

EXHIBIT 31(i).2 CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, William C. Dockman, certify that: 1. I have reviewed this quarterly report on Form 10-Q of W. R. Grace & Co.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the cir

Certification of Periodic Report by Principal Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002

EXHIBIT 31(i).1 CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Hudson La Force, certify that: 1. I have reviewed this quarterly report on Form 10-Q of W. R. Grace & Co.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circum

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-13953 W

Grace News Media Relations Rich Badmington +1 410.531.4370 [email protected] Investor Relations Jeremy Rohen +1 410.531.8234 [email protected] Grace Reports Third Quarter 2020 Results; Delivers Strong Gross Margin Improvement and Cash Fl

Grace News Media Relations Rich Badmington +1 410.531.4370 [email protected] Investor Relations Jeremy Rohen +1 410.531.8234 [email protected] Grace Reports Third Quarter 2020 Results; Delivers Strong Gross Margin Improvement and Cash Flow; Improving Demand Trends Across Many End Markets Third Quarter 2020 Highlights • Net sales of $419.4 million were down 10.9% versus the prior year;

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported) October 28, 2020 W.

GRA / Grace (W. R.) & Co. / 40 North Management LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 5)* Under the Securities Exchange Act of 1934 W.R. GRACE & CO. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 38388F108 (CUSIP Number) David S. Winter David J. Millstone 40 North Management LLC 9 West 57th Street, 47th Floor New York, New York 10019 (212) 821

Letter dated October 13, 2020 from Kathleen Reiland to the Board of Directors of W. R. Grace & Co.

[40 North Letterhead] October 13, 2020 Board of Directors W.R. Grace To my Fellow Directors: I am writing to inform you that I hereby resign as a director of W.R. Grace (Grace), and from each committee of the Grace board of directors, effective immediately. It has become clear during my time serving as a director that my views on how to address Grace’s performance are not shared by this Board, in

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported) October 13, 2020 W.

October 13, 2020

Exhibit 2 October 13, 2020 Board of Directors W.R. Grace To my Fellow Directors: I am writing to inform you that I hereby resign as a director of W.R. Grace (Grace), and from each committee of the Grace board of directors, effective immediately. It has become clear during my time serving as a director that my views on how to address Grace's performance are not shared by this Board, in particular m

JOINT FILING OF SCHEDULE 13D

Exhibit 1 AGREEMENT JOINT FILING OF SCHEDULE 13D The undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13D and any future amendments thereto reporting each of the undersigned’s ownership of securities of W.

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William C. Dockman Senior Vice President & Chief Financial Officer T +1 410.531.4558 [email protected] W. R. Grace & Co. 7500 Grace Drive Columbia, MD 21044 September 30, 2020 Division of Corporation Finance Office of Life Sciences United States Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attn: Terence O'Brien, Accounting Branch Chief Ladies and Gentlemen: Thank

Investor Presentation September 2020 DISCLAIMER Statement Regarding Safe Harbor For Forward-Looking Statements This presentation and the exhibits hereto contain forward-looking statements, that is, information related to future, not past, events. Suc

grainvestorpresentation1 Investor Presentation September 2020 DISCLAIMER Statement Regarding Safe Harbor For Forward-Looking Statements This presentation and the exhibits hereto contain forward-looking statements, that is, information related to future, not past, events.

Regulation FD Disclosure, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported) September 17, 2020 W.

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William C. Dockman Senior Vice President & Chief Financial Officer T +1 410.531.4558 [email protected] W. R. Grace & Co. 7500 Grace Drive Columbia, MD 21044 September 16, 2020 Division of Corporation Finance Office of Life Sciences United States Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attn: Terence O'Brien, Accounting Branch Chief Ladies and Gentlemen: Thank

Regulation FD Disclosure, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported) August 26, 2020 W.

Investor Presentation August 2020 DISCLAIMER Statement Regarding Safe Harbor For Forward-Looking Statements This presentation and the exhibits hereto contain forward-looking statements, that is, information related to future, not past, events. Such s

grainvestorpresentationa Investor Presentation August 2020 DISCLAIMER Statement Regarding Safe Harbor For Forward-Looking Statements This presentation and the exhibits hereto contain forward-looking statements, that is, information related to future, not past, events.

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William C. Dockman Senior Vice President & Chief Financial Officer T +1 410.531.4558 [email protected] W. R. Grace & Co. 7500 Grace Drive Columbia, MD 21044 August 11, 2020 Division of Corporation Finance Office of Life Sciences United States Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attn: Terence O'Brien, Accounting Branch Chief Ladies and Gentlemen: Thank yo

Certification of Periodic Report by Principal Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002

EXHIBIT 31(i).1 CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Hudson La Force, certify that: 1. I have reviewed this quarterly report on Form 10-Q of W. R. Grace & Co.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circum

Certification of Periodic Report by Principal Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002

EXHIBIT 31(i).2 CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, William C. Dockman, certify that: 1. I have reviewed this quarterly report on Form 10-Q of W. R. Grace & Co.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the cir

Mine Safety Disclosure Exhibit

EXHIBIT 95 MINE SAFETY DISCLOSURES The following table provides information about citations, orders and notices issued from the Mine Safety and Health Administration (the "MSHA") under the Federal Mine Safety and Health Act of 1977 (the "Mine Act") during the most recent fiscal quarter.

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-13953 W. R.

Grace News Media Relations Rich Badmington +1 410.531.4370 [email protected] Investor Relations Jeremy Rohen +1 410.531.8234 [email protected] Grace Reports Second Quarter 2020 Results; Delivers Strong Operating and Adjusted Free Cash Fl

Grace News Media Relations Rich Badmington +1 410.531.4370 [email protected] Investor Relations Jeremy Rohen +1 410.531.8234 [email protected] Grace Reports Second Quarter 2020 Results; Delivers Strong Operating and Adjusted Free Cash Flow Second Quarter 2020 Highlights • Net sales of $418.7 million, down 18.5%, reflecting the impact of COVID-19 • Diluted EPS of $(0.11), down $1.25 co

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported) July 30, 2020 W.

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William C. Dockman Senior Vice President & Chief Financial Officer T +1 410.531.4558 [email protected] W. R. Grace & Co. 7500 Grace Drive Columbia, MD 21044 July 28, 2020 Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attn: Terence O'Brien, Accounting Branch Chief Ladies and Gentlemen: Thank you for your letter dated July 23, 20

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported) June 25, 2020 W.

Third Supplemental Indenture, dated as of June 26, 2020, by and among W. R. Grace & Co.–Conn., the guarantors party thereto and Wilmington Trust, National Association, as trustee.

Exhibit 4.2 EXECUTION VERSION W. R. GRACE & CO.-CONN. as issuer, W. R. GRACE & CO., as Parent Guarantor, EACH OF THE GUARANTORS PARTY HERETO and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee THIRD SUPPLEMENTAL INDENTURE Dated as of June 26, 2020 4.875% Notes due 2027 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE2 Section 1.01 Definitions 2 Section 1.02 Other Defi

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported) June 26, 2020 W.

Grace News Media Relations Rich Badmington T +1 410.531.4370 [email protected] Investor Relations Jeremy Rohen T +1 410.531.8234 [email protected] Grace Announces Proposed Private Offering of Senior Notes

Exhibit 99.1 Grace News Media Relations Rich Badmington T +1 410.531.4370 [email protected] Investor Relations Jeremy Rohen T +1 410.531.8234 [email protected] Grace Announces Proposed Private Offering of Senior Notes COLUMBIA, Md., June 12, 2020 – W. R. Grace & Co. (NYSE:GRA) (“Grace”) announced today that its wholly owned subsidiary, W. R. Grace & Co.-Conn (the “Issuer”), intends to

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported) June 12, 2020 W.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported) June 12, 2020 W.

Grace News Media Relations Rich Badmington T +1 410.531.4370 [email protected] Investor Relations Jeremy Rohen T +1 410.531.8234 [email protected] Grace Announces Upsizing And Pricing of Senior Notes

Exhibit 99.1 Grace News Media Relations Rich Badmington T +1 410.531.4370 [email protected] Investor Relations Jeremy Rohen T +1 410.531.8234 [email protected] Grace Announces Upsizing And Pricing of Senior Notes COLUMBIA, Md., June 12, 2020 – W. R. Grace & Co. (NYSE:GRA) (“Grace”) announced today that its wholly owned subsidiary, W. R. Grace & Co.-Conn. (the “Issuer”), upsized and pr

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported) May 12, 2020 W.

Mine Safety Disclosure Exhibit

EXHIBIT 95 MINE SAFETY DISCLOSURES The following table provides information about citations, orders and notices issued from the Mine Safety and Health Administration (the "MSHA") under the Federal Mine Safety and Health Act of 1977 (the "Mine Act") during the most recent fiscal quarter.

Certification of Periodic Report by Principal Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002

EXHIBIT 31(i).1 CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Hudson La Force, certify that: 1. I have reviewed this quarterly report on Form 10-Q of W. R. Grace & Co.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circum

Certification of Periodic Report by Principal Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002

EXHIBIT 31(i).2 CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, William C. Dockman, certify that: 1. I have reviewed this quarterly report on Form 10-Q of W. R. Grace & Co.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the cir

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-13953 W. R.

Grace News Media Relations Rich Badmington +1 410.531.4370 [email protected] Investor Relations Jeremy Rohen +1 410.531.8234 [email protected] Grace Reports First Quarter 2020 Results; Provides COVID-19 Update; Highlights Strong Financia

Grace News Media Relations Rich Badmington +1 410.531.4370 [email protected] Investor Relations Jeremy Rohen +1 410.531.8234 [email protected] Grace Reports First Quarter 2020 Results; Provides COVID-19 Update; Highlights Strong Financial Position and Cash Flow First Quarter 2020 Highlights • Net sales of $421.5 million, down 10.2%, or down 9.2% on constant currency, including estimat

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported) April 30, 2020 W.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported) April 3, 2020 W.

Grace News Media Relations Rich Badmington T +1 410.531.4370 [email protected] Investor Relations Jeremy Rohen T +1 410.531.8234 [email protected] Grace Provides COVID-19 Update; Highlights Strong Financial Position and Cash Flow

Exhibit 99.1 Grace News Media Relations Rich Badmington T +1 410.531.4370 [email protected] Investor Relations Jeremy Rohen T +1 410.531.8234 [email protected] Grace Provides COVID-19 Update; Highlights Strong Financial Position and Cash Flow • 1Q20 Adjusted EPS1 expected to be at high-end of outlook range as of February 4, 2020 • Ample liquidity, resilient cash flows and strong balan

GRA / Grace (W. R.) & Co. DEF 14A - - DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confide

GRA / Grace (W. R.) & Co. DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confide

Grace News Media Relations Rich Badmington T +1 410.531.4370 [email protected] Investor Relations Jeremy Rohen T +1 410.531.8234 [email protected] Grace Increases Share Repurchase Authorization to $250 Million

Exhibit 99.1 Grace News Media Relations Rich Badmington T +1 410.531.4370 [email protected] Investor Relations Jeremy Rohen T +1 410.531.8234 [email protected] Grace Increases Share Repurchase Authorization to $250 Million COLUMBIA, Md. – February 28, 2020 – W. R. Grace & Co. (NYSE: GRA) today announced that its Board of Directors increased its share repurchase authorization to $250 m

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported) February 27, 2020 W.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported) February 27, 2020 W.

Certification of Periodic Report by Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002.

EXHIBIT 31(i).2 CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, William C. Dockman, certify that: 1. I have reviewed this annual report on Form 10-K of W. R. Grace & Co.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circum

Powers of Attorney.

EXHIBIT 24 POWER OF ATTORNEY The undersigned hereby appoints WILLIAM C. DOCKMAN, MARK A. SHELNITZ, and SEAN E. DEMPSEY as his/her true and lawful attorneys-in-fact for the purpose of signing the Annual Report on Form 10-K of W. R. GRACE & CO. for the year ended December 31, 2019, and all amendments thereto, to be filed with the Securities and Exchange Commission. Each of such attorneys-in-fact is

Certification of Periodic Report by Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.

EXHIBIT 31(i).1 CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Hudson La Force, certify that: 1. I have reviewed this annual report on Form 10-K of W. R. Grace & Co.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumsta

Description of W. R. Grace & Co. Securities.

Exhibit 4.14 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 W. R. Grace & Co. (the “Company,” “we,” “our,” or “us”) has one class of securities registered pursuant to the Securities Exchange Act of 1934, as amended, which is our Common Stock, $0.01 par value per share (“Common Stock”). The following description of the Common Stoc

List of Subsidiaries of W. R. Grace & Co.

EXHIBIT 21 W. R. GRACE & CO., a Delaware corporation U.S. SUBSIDIARIES SUBSIDIARY NAME STATE OF INCORPORATION Alltech Associates, Inc. IL Gloucester New Communities Company, Inc. NJ Grace Chemical Company of Cuba IL Grace Collections, Inc. DE Grace Energy Corporation DE Grace Management Services, Inc. DE Grace PAR Corporation DE Grace Technologies, Inc. DE Guanica-Caribe Land Development Corporati

Mine Safety Disclosure Exhibit.

EXHIBIT 95 MINE SAFETY DISCLOSURES The following table provides information about citations, orders and notices issued from the Mine Safety and Health Administration (the “MSHA”) under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”) during fiscal year 2019.

Annual Report - 10-K

Table of Contents TOC—Financial Statements UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

GRA / Grace (W. R.) & Co. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01401-wrgraceco.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6)* Name of issuer: WR Grace & Co Title of Class of Securities: Common Stock CUSIP Number: 38388F108 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box to designate the rule p

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported) February 10, 2020 W.

Investor Presentation February 10, 2020 Disclaimer Statement Regarding Safe Harbor For Forward-Looking Statements This announcement contains forward-looking statements, that is, information related to future, not past, events. Such statements general

grainvestorpresentation1 Investor Presentation February 10, 2020 Disclaimer Statement Regarding Safe Harbor For Forward-Looking Statements This announcement contains forward-looking statements, that is, information related to future, not past, events.

Grace News Media Relations Rich Badmington +1 410.531.4370 [email protected] Investor Relations Jeremy Rohen +1 410.531.8234 [email protected] Grace Reports Fourth Quarter and Full-Year 2019 Results; Announces Full-Year 2020 Outlook

Grace News Media Relations Rich Badmington +1 410.531.4370 [email protected] Investor Relations Jeremy Rohen +1 410.531.8234 [email protected] Grace Reports Fourth Quarter and Full-Year 2019 Results; Announces Full-Year 2020 Outlook Full-Year 2019 Highlights • 2019 sales increased 1.3% to $1.96 billion, up 3.0% on constant currency; the previously disclosed discrete items reduced sale

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported) February 4, 2020 W.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported) November 7, 2019 W.

Grace News Media Relations Rich Badmington T +1 410.531.4370 [email protected] Investor Relations Jeremy Rohen T +1 410.531.8234 [email protected] Festa Retires from Grace Board of Directors; Steffen Elected Non-executive Chairman

Exhibit 99.1 Grace News Media Relations Rich Badmington T +1 410.531.4370 [email protected] Investor Relations Jeremy Rohen T +1 410.531.8234 [email protected] Festa Retires from Grace Board of Directors; Steffen Elected Non-executive Chairman COLUMBIA, Md. – Nov. 7, 2019 – W. R. Grace & Co. (NYSE: GRA) today announced that Fred Festa, non-executive Chairman of Grace’s Board of Direct

Certification of Periodic Report by Principal Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002

EXHIBIT 31(i).1 CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Hudson La Force, certify that: 1. I have reviewed this quarterly report on Form 10-Q of W. R. Grace & Co.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circum

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-13953 W

Certification of Periodic Report by Principal Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 31(i).2 CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, William C. Dockman, certify that: 1. I have reviewed this quarterly report on Form 10-Q of W. R. Grace & Co.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the cir

Mine Safety Disclosure Exhibit

EXHIBIT 95 MINE SAFETY DISCLOSURES The following table provides information about citations, orders and notices issued from the Mine Safety and Health Administration (the "MSHA") under the Federal Mine Safety and Health Act of 1977 (the "Mine Act") during the most recent fiscal quarter.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported) October 24, 2019 W.

Grace News Media Relations Rich Badmington +1 410.531.4370 [email protected] Investor Relations Jeremy Rohen +1 410.531.8234 [email protected] Grace Reports Third Quarter 2019 Results

DRAFT: 21 OCTOBER 2019 Grace News Media Relations Rich Badmington +1 410.531.4370 [email protected] Investor Relations Jeremy Rohen +1 410.531.8234 [email protected] Grace Reports Third Quarter 2019 Results Third Quarter Highlights (all results based on year-over-year comparison unless otherwise noted) • Third quarter results consistent with July 25, 2019 outlook, reflecting the impac

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported) October 1, 2019 W.

News Media Relations Rich Badmington T +1 410.531.4370 [email protected] Investor Relations Jeremy Rohen T +1 410.531.8234 [email protected] Grace Comments on the Effect of the Middle East Feedstock Disruption

Exhibit 99.1 News Media Relations Rich Badmington T +1 410.531.4370 [email protected] Investor Relations Jeremy Rohen T +1 410.531.8234 [email protected] Grace Comments on the Effect of the Middle East Feedstock Disruption COLUMBIA, Md., October 1, 2019 – W. R. Grace & Co. (NYSE: GRA) today commented on the fourth quarter and full-year 2019 earnings effect of the temporary feedstock d

GRA / Grace (W. R.) & Co. 15-12B - - 15-12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-13953 W.

Credit Suisse Basic Materials Conference September 10, 2019 Disclaimer Statement Regarding Safe Harbor For Forward-Looking Statements This presentation contains forward-looking statements, that is, information related to future, not past, events. Suc

grainvestorpresentation2 Credit Suisse Basic Materials Conference September 10, 2019 Disclaimer Statement Regarding Safe Harbor For Forward-Looking Statements This presentation contains forward-looking statements, that is, information related to future, not past, events.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported) September 10, 2019 W.

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on September 09, 2019, pursuant to the provisions of Rule 12d2-2 (a).

Mine Safety Disclosure Exhibit

EXHIBIT 95 MINE SAFETY DISCLOSURES The following table provides information about citations, orders and notices issued from the Mine Safety and Health Administration (the "MSHA") under the Federal Mine Safety and Health Act of 1977 (the "Mine Act") during the most recent fiscal quarter.

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-13953 W R GR

Certification of Periodic Report by Principal Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002

EXHIBIT 31(i).1 CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Hudson La Force, certify that: 1. I have reviewed this quarterly report on Form 10-Q of W. R. Grace & Co.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circum

Certification of Periodic Report by Principal Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 31(i).2 CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, William C. Dockman, certify that: 1. I have reviewed this quarterly report on Form 10-Q of W. R. Grace & Co.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the cir

Grace News Media Relations Rich Badmington +1 410.531.4370 [email protected] Investor Relations Jeremy Rohen +1 410.531.8234 [email protected] Grace Reports Second Quarter 2019 Results; Revises Full-Year Outlook

Grace News Media Relations Rich Badmington +1 410.531.4370 [email protected] Investor Relations Jeremy Rohen +1 410.531.8234 [email protected] Grace Reports Second Quarter 2019 Results; Revises Full-Year Outlook Second Quarter 2019 Highlights (all results based on year-over-year comparison unless otherwise noted) • Net sales up 5.7%, up 8.0% on constant currency, driven by higher sale

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a2q198-ker.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported) July 25, 2019 W R GRACE & CO (Exact name of registrant as specified in its charter) Delaware 1-13953 65-0773649 (State or other jurisdiction of incorporation) (C

GRA / Grace (W. R.) & Co. CORRESP - -

William C. Dockman Senior Vice President & Chief Financial Officer T +1 410.531.4558 [email protected] W. R. Grace & Co. 7500 Grace Drive Columbia, MD 21044 June 27, 2019 Division of Corporation Finance Office of Manufacturing and Construction United States Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attn: John Cash, Branch Chief Ladies and Gentlemen: Thank you

Deutsche Bank Annual Global Industrials & Materials Summit June 6, 2019 Disclaimer Statement Regarding Safe Harbor For Forward-Looking Statements This presentation contains forward-looking statements, that is, information related to future, not past,

gradeutschebankannualglo Deutsche Bank Annual Global Industrials & Materials Summit June 6, 2019 Disclaimer Statement Regarding Safe Harbor For Forward-Looking Statements This presentation contains forward-looking statements, that is, information related to future, not past, events.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 6, 2019 W R GRACE & CO.

Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form SD

Exhibit 1.01 W. R. GRACE & CO. Conflict Minerals Report for the reporting period from January 1 to December 31, 2018 Introduction During the reporting period January 1 to December 31, 2018, W. R. Grace & Co. (“Grace” or “we”) was engaged in the production and sale of specialty chemicals and specialty materials on a global basis through two reportable business segments: Grace Catalysts Technologies

GRA / Grace (W. R.) & Co. SD - - SD

SD 1 a2018formsd.htm SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM SD Specialized Disclosure Report W R GRACE & CO. (Exact Name of Registrant as Specified in Its Charter) Delaware 1-13953 65-0773649 (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (IRS Employer Identification No.) 7500 Grace Drive Columbia, Maryland 21044 (Addr

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 8, 2019 W R GRACE & CO.

News Media Relations Rich Badmington T +1 410.531.4370 [email protected] Investor Relations Jeremy Rohen T +1 410.531.8234 [email protected] Grace Elects Bill Dockman as Senior Vice President and Chief Financial Officer

Exhibit 99.1 News Media Relations Rich Badmington T +1 410.531.4370 [email protected] Investor Relations Jeremy Rohen T +1 410.531.8234 [email protected] Grace Elects Bill Dockman as Senior Vice President and Chief Financial Officer COLUMBIA, MD. – May 8, 2019 – W. R. Grace & Co. (NYSE: GRA) today announced that its Board of Directors elected William C. Dockman as Senior Vice Presiden

Mine Safety Disclosure Exhibit

EXHIBIT 95 MINE SAFETY DISCLOSURES The following table provides information about citations, orders and notices issued from the Mine Safety and Health Administration (the "MSHA") under the Federal Mine Safety and Health Act of 1977 (the "Mine Act") during the most recent fiscal quarter.

Accountants’ Awareness Letter

Exhibit 15 May 8, 2019 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We are aware that our report dated May 8, 2019 on our review of interim financial information of W. R. Grace & Co., which appears in this Quarterly Report on Form 10-Q, is incorporated by reference in the Registration Statements on Form S-8 (Nos. 333-224767, 333-194171) of W. R. Grace &

Certification of Periodic Report by Principal Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002

EXHIBIT 31(i).1 CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Hudson La Force, certify that: 1. I have reviewed this quarterly report on Form 10-Q of W. R. Grace & Co.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circum

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2019 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-13953 W R G

Certification of Periodic Report by Principal Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 31(i).2 CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, William C. Dockman, certify that: 1. I have reviewed this quarterly report on Form 10-Q of W. R. Grace & Co.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the cir

Grace News Media Relations Rich Badmington +1 410.531.4370 [email protected] Investor Relations Jeremy Rohen +1 410.531.8234 [email protected] Grace Reports First Quarter 2019 Results Driven by 9% Sales Growth; Reaffirms Full-Year Outloo

Grace News Media Relations Rich Badmington +1 410.531.4370 [email protected] Investor Relations Jeremy Rohen +1 410.531.8234 [email protected] Grace Reports First Quarter 2019 Results Driven by 9% Sales Growth; Reaffirms Full-Year Outlook • Net sales up 8.8%, up 11.3% on constant currency, driven by the 2Q18 polyolefin catalysts acquisition, higher sales volumes and improved pricing •

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a1q198-ker.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported) April 25, 2019 W. R. GRACE & CO. (Exact name of registrant as specified in its charter) Delaware 1-13953 65-0773649 (State or other jurisdiction of incorporation

GRA / Grace (W. R.) & Co. DEFR14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confid

GRA / Grace (W. R.) & Co. DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confide

GRA / Grace (W. R.) & Co. DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confide

Mine Safety Disclosure Exhibit.

EXHIBIT 95 MINE SAFETY DISCLOSURES The following table provides information about citations, orders and notices issued from the Mine Safety and Health Administration (the “MSHA”) under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”) during fiscal year 2018.

Certification of Periodic Report by Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.

EXHIBIT 31(i).1 CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Hudson La Force, certify that: 1. I have reviewed this annual report on Form 10-K of W. R. Grace & Co.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumsta

List of Subsidiaries of W. R. Grace & Co.

EXHIBIT 21 W. R. GRACE & CO., a Delaware corporation U.S. SUBSIDIARIES SUBSIDIARY NAME STATE OF INCORPORATION Alltech Associates, Inc. IL Gloucester New Communities Company, Inc. NJ Grace Chemical Company of Cuba IL Grace Collections, Inc. DE Grace Energy Corporation DE Grace Management Services, Inc. DE Grace PAR Corporation DE Grace Technologies, Inc. (f/k/a Grace Asia Pacific, Inc.) DE Guanica-

Annual Report - 10-K

TABLE OF CONTENTS TABLE OF CONTENTS1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Powers of Attorney.

EXHIBIT 24 POWER OF ATTORNEY The undersigned hereby appoints WILLIAM C. DOCKMAN, MARK A. SHELNITZ, and MICHAEL W. CONRON as his/her true and lawful attorneys-in-fact for the purpose of signing the Annual Report on Form 10-K of W. R. GRACE & CO. for the year ended December 31, 2018, and all amendments thereto, to be filed with the Securities and Exchange Commission. Each of such attorneys-in-fact i

Certification of Periodic Report by Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002.

EXHIBIT 31(i).2 CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Hudson La Force, certify that: 1. I have reviewed this annual report on Form 10-K of W. R. Grace & Co.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumsta

W. R. Grace & Co.

Exhibit 99.1 W. R. Grace & Co. February 20, 2019 40 North Management LLC 9 West 57th Street, 30th Floor New York, NY 10019 Attention: David S. Winter and David J. Millstone Dear David and David: W. R. Grace & Co. (the “Company”), on the one hand, and the 40 North Group (as defined below), on the other hand, have mutually agreed to the terms contained in this letter (this “Letter Agreement”). Certa

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 20, 2019 W.

TRANSACTIONS

Exhibit 2 TRANSACTIONS Exhibit 2 to Schedule 13D (Amendment No. 3) filed by the Reporting Persons on December 26, 2018 (the “Prior Exhibit”) is incorporated herein by reference. Together with the Prior Exhibit, the following table sets forth all transactions with respect to Shares effected in the last sixty days by the Reporting Persons on behalf of the Reporting Persons in respect of the Shares,

GRA / Grace (W. R.) & Co. / 40 North Management LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 4)* Under the Securities Exchange Act of 1934 W.R. GRACE & CO. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 38388F108 (CUSIP Number) David S. Winter David J. Millstone 40 North Management LLC 9 West 57th Street, 30th Floor New York, New York 10019 (212) 821

AGREEMENT JOINT FILING OF SCHEDULE 13D

Exhibit 1 AGREEMENT JOINT FILING OF SCHEDULE 13D The undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13D and any future amendments thereto reporting each of the undersigned’s ownership of securities of W.

W. R. Grace & Co. February 20, 2019

Exhibit 4 W. R. Grace & Co. February 20, 2019 40 North Management LLC 9 West 57th Street, 30th Floor New York, NY 10019 Attention: David S. Winter and David J. Millstone Ladies and Gentlemen: W. R. Grace & Co. (the “Company”), on the one hand, and 40 North Management LLC (“40 North”) and the persons and entities listed following the signature of 40 North on the signature pages hereof (including 40

W. R. Grace & Co. February 20, 2019

Exhibit 3 W. R. Grace & Co. February 20, 2019 40 North Management LLC 9 West 57th Street, 30th Floor New York, NY 10019 Attention: David S. Winter and David J. Millstone Dear David and David: W. R. Grace & Co. (the “Company”), on the one hand, and the 40 North Group (as defined below), on the other hand, have mutually agreed to the terms contained in this letter (this “Letter Agreement”). Certain

GRA / Grace (W. R.) & Co. / TIAA CREF INVESTMENT MANAGEMENT LLC Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13D-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* W R Grace & Co. (Name of Issuer) Common Stock (Title of Class of Securities) 38388F108 (CUSIP Number) December 31,

GRA / Grace (W. R.) & Co. / TEACHERS ADVISORS INC Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13D-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* W R Grace & Co. (Name of Issuer) Common Stock (Title of Class of Securities) 38388F108 (CUSIP Number) December 31,

GRA / Grace (W. R.) & Co. / VANGUARD GROUP INC Passive Investment

SC 13G/A 1 wrgraceco.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5 )* Name of issuer: WR Grace & Co Title of Class of Securities: Common Stock CUSIP Number: 38388F108 Date of Event Which Requires Filing of this Statement: December 31, 2018 Check the appropriate box to designate the rule pursuant to which this

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported) February 7, 2019 W.

Grace News Media Relations Rich Badmington +1 410.531.4370 [email protected] Investor Relations Jeremy Rohen +1 410.531.8234 [email protected] Grace Reports Fourth Quarter and Full-Year 2018 Results; Announces Full-Year 2019 Financial Ou

EX-99.1 2 a4q18earningsrelease.htm EXHIBIT 99.1 Grace News Media Relations Rich Badmington +1 410.531.4370 [email protected] Investor Relations Jeremy Rohen +1 410.531.8234 [email protected] Grace Reports Fourth Quarter and Full-Year 2018 Results; Announces Full-Year 2019 Financial Outlook Full-Year 2018 Highlights: • 2018 sales increased 12.6% to $1.9 billion, including 5.0% contribu

GRA / Grace (W. R.) & Co. / 40 North Management LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 3)* Under the Securities Exchange Act of 1934 W.R. GRACE & CO. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 38388F108 (CUSIP Number) David S. Winter David J. Millstone 40 North Management LLC 9 West 57th Street, 30th Floor New York, New York 10019 (212) 821

TRANSACTIONS

Exhibit 2 TRANSACTIONS Exhibit 2 to Schedule 13D (Amendment No. 1) filed by the Reporting Persons on December 13, 2018 and Exhibit 2 to Schedule 13D (Amendment No. 2) filed by the Reporting Persons on December 19, 2018 (the “Prior Exhibits”) are incorporated herein by reference. Together with the Prior Exhibits, the following table sets forth all transactions with respect to Shares effected in the

AGREEMENT JOINT FILING OF SCHEDULE 13D

Exhibit 1 AGREEMENT JOINT FILING OF SCHEDULE 13D The undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13D and any future amendments thereto reporting each of the undersigned’s ownership of securities of W.

GRA / Grace (W. R.) & Co. / 40 North Management LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 2)* Under the Securities Exchange Act of 1934 W.R. GRACE & CO. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 38388F108 (CUSIP Number) David S. Winter David J. Millstone 40 North Management LLC 9 West 57th Street, 30th Floor New York, New York 10019 (212) 821

TRANSACTIONS

Exhibit 2 TRANSACTIONS Exhibit 2 to Schedule 13D (Amendment No. 1) filed by the Reporting Persons on December 13, 2018 (the “Prior Exhibit”) is incorporated herein by reference. Together with the Prior Exhibit, the following table sets forth all transactions with respect to Shares effected in the last sixty days by the Reporting Persons on behalf of the Reporting Persons in respect of the Shares,

AGREEMENT JOINT FILING OF SCHEDULE 13D

Exhibit 1 AGREEMENT JOINT FILING OF SCHEDULE 13D The undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13D and any future amendments thereto reporting each of the undersigned’s ownership of securities of W.

TRANSACTIONS

Exhibit 2 TRANSACTIONS The following table sets forth all transactions with respect to Shares effected in the last sixty days by the Reporting Persons on behalf of the Reporting Persons in respect of the Shares, inclusive of any transactions effected through 4:00 p.

AGREEMENT JOINT FILING OF SCHEDULE 13D

Exhibit 1 AGREEMENT JOINT FILING OF SCHEDULE 13D The undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13D and any future amendments thereto reporting each of the undersigned’s ownership of securities of W.