SEC Form SC 13D/A filed by GCP Applied Technologies Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 6)¹

GCP Applied Technologies Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

36164Y101

(CUSIP Number)

JEFFREY C. SMITH

STARBOARD VALUE LP

777 Third Avenue, 18th Floor

New York, New York 10017

(212) 845-7977

STEVE WOLOSKY, ESQ.

ANDREW FREEDMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

December 5, 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 § 240.13d-7 for other parties to whom copies are to be sent.

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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).

The following constitutes Amendment No. 6 to the Schedule 13D filed by the undersigned (“Amendment No. 6”). This Amendment No. 6 amends the Schedule 13D as specifically set forth herein.

Item 2 is hereby amended and restated to read as follows:

(a)       This statement is filed by:

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

(b)       The address of the principal office of each of Starboard C LP, Starboard S LLC, Starboard L GP, Starboard Value GP, Principal Co, Starboard R LP, Principal GP, Starboard R GP, Starboard Value LP, and Messrs. Smith and Feld is 777 Third Avenue, 18th Floor, New York, New York 10017. The address of the principal office of Starboard V&O Fund, Starboard X Master and Starboard L Master is Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KYI-9008, Cayman Islands. The officers and directors of Starboard V&O Fund and Starboard X Master and their principal occupations and business addresses are set forth on Schedule A and are incorporated by reference in this Item 2.

(c)       The principal business of Starboard V&O Fund is serving as a private investment fund.  Starboard V&O Fund has been formed for the purpose of making equity investments and, on occasion, taking an active role in the management of portfolio companies in order to enhance shareholder value. Starboard X Master, Starboard L Master, Starboard C LP and Starboard S LLC have been formed for the purpose of investing in securities and engaging in all related activities and transactions. Starboard L GP serves as the general partner of Starboard L Master. The principal business of Starboard Value GP is providing a full range of investment advisory, pension advisory and management services and serving as the general partner of Starboard Value LP. The principal business of Principal Co is providing investment advisory and management services.  Principal Co is a member of Starboard Value GP.  Starboard R LP serves as the general partner of Starboard C LP. Principal GP serves as the general partner of Principal Co.  Starboard R GP serves as the general partner of Starboard R LP and Starboard L GP. Starboard Value LP provides investment advisory and management services and acts as the investment manager of Starboard V&O Fund, Starboard X Master, Starboard L Master, Starboard C LP and the Starboard Value LP Account and the manager of Starboard S LLC.  Messrs. Smith and Feld serve as members of Principal GP and the members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP.

(d)       No Reporting Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)       No Reporting Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been 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.

(f)       Messrs. Smith and Feld are citizens of the United States of America. The citizenship of the persons listed on Schedule A is set forth therein.

Item 3 is hereby amended and restated to read as follows:

The Shares purchased by each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard X Master, Starboard L Master and held in the Starboard Value LP Account were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases.

The aggregate purchase price of the 3,681,676 Shares beneficially owned by Starboard V&O Fund is approximately $87,346,318, excluding brokerage commissions. The aggregate purchase price of the 635,161 Shares beneficially owned by Starboard S LLC is approximately $15,477,996, excluding brokerage commissions. The aggregate purchase price of the 365,924 Shares beneficially owned by Starboard C LP is approximately $8,913,223, excluding brokerage commissions. The aggregate purchase price of the 519,680 Shares beneficially owned by Starboard X Master is approximately $10,619,614, excluding brokerage commissions. The aggregate purchase price of the 309,732 Shares beneficially owned by Starboard L Master is approximately $7,287,535, excluding brokerage commissions. The aggregate purchase price of the 1,027,827 Shares held in the Starboard Value LP Account is approximately $24,830,190, excluding brokerage commissions. The 13,283 Shares beneficially owned by Mr. Feld represent Shares issued to Mr. Feld by the Issuer in connection with his service on the Issuer’s Board of Directors (the “Board”) pursuant to the Issuer’s non-employee director compensation program.

Item 4 is hereby amended to add the following:

On December 5, 2021, Starboard Value LP and certain of its affiliates (collectively, “Starboard”) entered into a Voting and Support Agreement (the “Voting and Support Agreement”) with Cyclades Parent, Inc., a Delaware corporation (“Parent”), and Cyclades Merger Sub, Inc., a Delaware corporation (“Merger Sub”), in connection with that certain Agreement and Plan of Merger (the “Merger Agreement”), dated December 5, 2021, by and among the Issuer, Parent and Merger Sub, pursuant to which Merger Sub will merge with and into the Issuer (the “Merger”), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent. Pursuant to the Merger Agreement, upon the effective time of the Merger, each Share of the Issuer will be converted into the right to receive an amount in cash equal to $32 per Share (the “Merger Consideration”). The following description of the Voting and Support Agreement does not purport to be complete and is qualified in its entirety by reference to the Voting and Support Agreement, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. In addition, reference is made to the Merger Agreement, which is attached as Exhibit 2.1 to the Issuer’s Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on December 7, 2021.

Pursuant to the Voting and Support Agreement, Starboard has agreed, among other things (without in any way limiting its right to vote its Shares in its sole discretion on any other matters that may be submitted to a stockholder vote of the Issuer, consent or other approval), to vote its Shares, including any Shares or other Equity Interests (as defined in the Merger Agreement) acquired in the future by Starboard during the term of the Voting and Support Agreement (collectively, the “Subject Securities”), at every annual, special or other meeting of the Issuer’s stockholders called, and at every adjournment or postponement thereof, (i) in favor of the adoption of the Merger Agreement and the other transactions contemplated by the Merger Agreement, (ii) in favor of any proposal to adjourn or postpone such meeting of the Issuer’s stockholders to a later date if there are not sufficient votes to adopt the Merger Agreement, (iii) against any action or agreement which the Board recommends voting against which could reasonably be expected to result in any conditions to consummate the Merger either not being satisfied or being materially impaired or delayed in being able to be satisfied and (iv) against any Acquisition Proposal (as defined in the Merger Agreement).

In addition, Starboard agreed that prior to the earlier of the Termination Date (as defined in the Voting and Support Agreement) and the date on which the Issuer’s stockholders shall have approved the Merger, Starboard, subject to certain exceptions, will not (i) solicit, initiate, knowingly encourage or knowingly facilitate any inquiries regarding, or the making of any proposal or offer that constitutes, an Acquisition Proposal, (ii) engage in, continue or otherwise participate in any discussions or negotiations, or furnish to any other person any non-public information, in each case, in connection with or for the purpose of encouraging or facilitating, an Acquisition Proposal (other than, solely in response to an unsolicited inquiry) and to limit its or his conversation or other communication exclusively to such referral), or (iii) approve or enter into any letter of intent or similar document, agreement, commitment, or agreement in principle (whether written or oral, binding or nonbinding) with respect to an Acquisition Proposal; provided, that nothing in the Voting and Support Agreement shall prohibit Starboard from participating in any discussions or negotiations with respect to a possible voting and support agreement in connection with an Acquisition Proposal in the event that the Issuers becomes permitted to take certain actions set forth in Section 5.3(b) of the Merger Agreement with respect to such Acquisition Proposal.

Starboard also agreed, prior to the earlier of the Termination Date and the date on which the Issuer’s stockholders shall have approved the Merger, not to (i) transfer, assign, sell, gift-over, hedge, pledge or otherwise dispose of the Subject Securities, subject to certain exceptions set forth in the Voting and Support Agreement, (ii) enter into any contract, option or other agreement, arrangement or understanding with respect to any such transfer of the Subject Securities, (iii) grant any proxy, power-of-attorney or other authorization with respect to the Subject Securities that would contravene its obligations under the Voting and Support Agreement, (iv) deposit any of its Subject Securities into a voting trust, or enter into a voting agreement, that would contravene its obligations under the Voting and Support Agreement, or (v) knowingly take or cause the taking of any other action that would materially restrict or prevent the performance of its obligations under the Voting and Support Agreement.

The Voting and Support Agreement will terminate upon the earliest to occur of (i) the termination of the Merger Agreement in accordance with its terms, (ii) any Change of Board Recommendation effected by the Board in accordance with the terms and conditions of Section 5.3 of the Merger Agreement, (iii) the Effective Time (as defined in the Merger Agreement), (iv) the Outside Date (as defined in the Merger Agreement), (v) any change to the terms of the Merger without the prior written consent of Starboard that (A) reduces the Merger Consideration, (B) changes the form of the consideration payable in the Merger to Starboard or (C) modifies the closing conditions under the Merger Agreement in a manner adverse to Starboard, (D) modifies the definition of Outside Date under the Merger Agreement in a manner adverse to Starboard or (E) modifies Article II of the Merger Agreement in a manner adverse to Starboard or (vi) the mutual written consent of the parties to the Voting and Support Agreement.

Items 5(a) – (c) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 73,506,691 Shares outstanding, as of October 31, 2021, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 5, 2021.

Percentage: Approximately 5.0%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Approximately 8.9%

Percentage: Approximately 8.9%

Percentage: Approximately 8.9%

Percentage: Approximately 8.9%

Percentage: Approximately 8.9%

Percentage: Approximately 8.9%

Item 6 is hereby amended to add the following:

On December 5, 2021, Starboard entered into the Voting and Support Agreement defined and described in Item 4 above and attached hereto as Exhibit 99.1.

On December 7, 2021, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 7 is hereby amended to add the following exhibits:

SIGNATURES

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

Dated: December 7, 2021

SCHEDULE A

Directors and Officers of Starboard Value and Opportunity Master Fund Ltd and Starboard X Master Fund Ltd