SEC Form SC 13D/A filed

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) 821-1600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

COPIES TO:

Robert W. Downes, Esq.

Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004

(212) 558-4000

February 1, 2021

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

AMENDMENT NO. 8 TO SCHEDULE 13D

This Amendment No. 8 supplements the information set forth in the Schedule 13D filed by 40 North Management LLC, a Delaware limited liability company, 40 North Latitude Fund LP, a Delaware limited partnership, 40 North GP III LLC, a Delaware limited liability company, 40 North Latitude Master Fund Ltd., a Cayman Islands exempted company incorporated with limited liability, David S. Winter, an American citizen, and David J. Millstone, an American citizen, with the United States Securities and Exchange Commission (the “SEC”) on May 7, 2018, as heretofore amended (the “Schedule 13D”), relating to Common Stock, par value $0.01 per share (the “Shares”), of W.R. Grace & Co., a Delaware corporation (the “Issuer”). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.

The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The Schedule 13D is hereby supplementally amended as follows:

This statement on Schedule 13D is filed on behalf of 40 North Management LLC, a Delaware limited liability company (“40 North Management”), 40 North Latitude Fund LP, a Delaware limited partnership (“40 North Latitude Feeder”), 40 North GP III LLC, a Delaware limited liability company (“40 North GP III”), 40 North Latitude Master Fund Ltd., a Cayman Islands exempted company incorporated with limited liability (“40 North Latitude Master”), David S. Winter, an American citizen and David J. Millstone, an American citizen (all of the foregoing, collectively, the “Reporting Persons”).

This statement relates to Shares held by 40 North Latitude Master.

The principal business of each of 40 North Latitude Feeder and 40 North Latitude Master is the making of investments in securities and other assets. The principal business of 40 North GP III is to serve as general partner of 40 North Latitude Feeder. 40 North Management serves as principal investment manager to 40 North Latitude Feeder and 40 North Latitude Master. As such, 40 North Management has been granted investment discretion over portfolio investments, including the Shares. David S. Winter and David J. Millstone serve as the sole members and principals of each of 40 North Management and 40 North GP III, and as the sole directors of 40 North Latitude Master. The principal business address of all of the Reporting Persons, is 9 West 57th Street, 47th Floor, New York, New York 10019. A joint filing agreement of the Reporting Persons is attached hereto as Exhibit 1.

During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The responses to Items 4, 5 and 6 of this Schedule 13D are incorporated herein by reference.

The Shares reported herein were purchased by 40 North Latitude Master using working capital. The total purchase price for the Shares reported herein was $640,071,630. All or part of the Shares owned by the Reporting Persons may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such bank(s) or brokerage firm(s) to the Reporting Persons. Such indebtedness may be refinanced with other banks or broker dealers.

Item 4 of this Schedule 13D is hereby amended and supplemented by adding the following information:

On February 1, 2021, the Issuer entered into a letter agreement, attached hereto as Exhibit 7 (the “Confidentiality Letter Agreement”), with 40 North Management, 40 North Latitude Feeder, 40 North GP III and 40 North Latitude Master (collectively, the “40 North Parties”) pursuant to which the 40 North Parties may be furnished with certain confidential information by or on behalf of the Issuer.

The information set forth below in Item 6 of this Schedule 13D is incorporated herein by reference.

(a)  – (b) Each of 40 North Management, 40 North Latitude Master, 40 North Latitude Feeder, 40 North GP III, Mr. Winter and Mr. Millstone may be deemed the beneficial owner of all of the Shares reported herein, which represent approximately 14.9% of the Issuer’s outstanding Shares. 40 North Management may be deemed to have sole power to vote and sole power to dispose of all of the Shares, whereas the other Reporting Persons having beneficial ownership may be deemed to have shared power to vote and shared power to dispose of such Shares as they may be deemed to have beneficial ownership of.

The percentage in the immediately foregoing paragraph is calculated based on a total of 66,190,280 Shares outstanding as of October 31, 2020 (based on the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 4, 2020).

(c)  There have been no transactions with respect to the Shares during the sixty days prior to the date hereof by any of the Reporting Persons.

(d)  In addition to the Reporting Persons, the limited partners of (or investors in) 40 North Latitude Feeder or its subsidiaries or affiliated entities, have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the account of 40 North Latitude Feeder in accordance with their respective limited partnership interests (or investment percentages).

(e) Not applicable.

Item 6 of this Schedule 13D is hereby amended and supplemented by adding the following information:

On February 1, 2021, the Issuer entered into the Confidentiality Letter Agreement with the 40 North Parties pursuant to which the 40 North Parties may be furnished with certain confidential information by or on behalf of the Issuer.

The 40 North Parties agreed to a standstill pursuant to which the 40 North Parties will refrain from taking certain actions with respect to the Issuer until 11:59 p.m. ET on March 31, 2021 (the “Standstill Period”). However, the Standstill Period will terminate automatically prior to such time if (i) any person other than the 40 North Parties or their affiliates commences a tender or exchange offer that, if consummated, would make such person (or any of its affiliates) the beneficial owner of 50% or more of the equity securities of the Issuer entitled to vote in the normal course in the election of the Board of Directors of the Issuer or (ii) the Issuer enters into a definitive agreement with a third party to effectuate, or publicly announces any plan (other than any announcement that the Board of Directors is considering strategic alternatives generally or any generalized announcement consistent with previous announcements made by the Issuer or its representatives prior to the date of the Confidentiality Letter Agreement and not involving a specific Extraordinary Transaction (as defined in the Confidentiality Letter Agreement)) to effectuate, an Extraordinary Transaction. Nothing in the Confidentiality Letter Agreement prohibits the 40 North Parties from communicating to the Issuer a proposal for a negotiated transaction that would be subject to approval of the Issuer’s Board of Directors.

The Confidentiality Letter Agreement provides 40 North Management with an opportunity to nominate director candidates to the Board of Directors of the Issuer following the Standstill Period by providing that notwithstanding anything in the Amended and Restated By-Laws of the Issuer to the contrary, in the event that the 40 North Parties or their affiliates give notice to the Secretary of the Issuer of the nomination of director candidates for the 2021 annual meeting of stockholders of the Issuer on or before the date (the “Window Closing Date”) that is the fifteenth day following the expiration or termination of the Standstill Period and such nomination notice otherwise complies with the requirements set forth in the Amended and Restated By-Laws of the Issuer (a “Nomination Notice”), then the Board of Directors of the Issuer and each applicable committee of the Board of Directors shall take all necessary action so that (a) such Nomination Notice and the nominations therein shall be deemed timely and (b) the Issuer shall hold the 2021 annual meeting of stockholders no earlier than the date that is 60 days from the date such Nomination Notice was given, including by postponing any previously announced meeting if applicable. The Reporting Persons may engage in private planning and preparation in respect of the foregoing during the Standstill Period.

The Confidentiality Letter Agreement further provides that the Issuer will not file a proxy statement for the 2021 annual meeting of stockholders prior to the earliest of (x) the Window Closing Date and (y) the submission, by any stockholder of the Issuer (whether or not by or on behalf of 40 North Management), of a notice of nomination of director candidates or proposal of other business to be considered at the 2021 annual meeting of stockholders.

The foregoing description of the Confidentiality Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Confidentiality Letter Agreement, a copy of which is attached hereto as Exhibit 7, and is incorporated herein by reference.

Exhibit 1 – Agreement by and among 40 North Management, 40 North GP III, 40 North Latitude Feeder, 40 North Latitude Master, David S. Winter and David J. Millstone to file this Schedule 13D and any amendments thereto jointly on behalf of each of them. 

Exhibit 2 – Letter of Resignation from Kathleen G. Reiland, dated October 13, 2020 (incorporated by reference to Exhibit 2 to Schedule 13D (Amendment No. 5) filed by the Reporting Persons on October 14, 2020).

Exhibit 3 – Letter Agreement between the Issuer and 40 North Management, 40 North Latitude Feeder, 40 North GP III and 40 North Latitude Master, dated February 20, 2019 (incorporated by reference to Exhibit 3 to Schedule 13D (Amendment No. 4) filed by the Reporting Persons on February 20, 2019).

Exhibit 4 – Confidentiality Agreement between the Issuer and 40 North Management, 40 North Latitude Feeder, 40 North GP III and 40 North Latitude Master, dated February 20, 2019 (incorporated by reference to Exhibit 4 to Schedule 13D (Amendment No. 4) filed by the Reporting Persons on February 20, 2019).

Exhibit 5 – Offer Letter to the Board of Directors of the Issuer, dated November 9, 2020 (incorporated by reference to Exhibit 5 to Schedule 13D (Amendment No. 6) filed by the Reporting Persons on November 9, 2020).

Exhibit 6 – Press Release with Offer Letter to the Board of Directors of the Issuer, dated January 11, 2021 (incorporated by reference to Exhibit 6 to Schedule 13D (Amendment No. 7) filed by the Reporting Persons on January 11, 2020).

Exhibit 7 – Letter Agreement between the Issuer and 40 North Management, 40 North Latitude Feeder, 40 North GP III and 40 North Latitude Master, dated February 1, 2021.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.