Sec Form 4 Filing - Standard Latitude Fund LP @ GCP Applied Technologies Inc. - 2022-09-27

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Standard Latitude Fund LP
2. Issuer Name and Ticker or Trading Symbol
GCP Applied Technologies Inc. [ GCP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
9 WEST 57TH STREET, 47TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
09/27/2022
(Street)
NEW YORK, NY10019
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, $0.01 par value( 1 ) 09/27/2022( 1 ) J( 1 ) 2,386,285 D $ 32( 1 ) 0 I By Standard Latitude Master Fund Ltd.( 2 )( 3 )( 4 )
Common Stock, $0.01 par value( 1 ) 09/27/2022( 1 ) J( 1 ) 2,727,519 D $ 32( 1 ) 0 I By SI Latitude SPV-D LLC( 2 )( 3 )( 4 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Standard Latitude Fund LP
9 WEST 57TH STREET
47TH FLOOR
NEW YORK, NY10019
X
Standard Latitude Master Fund Ltd.
9 WEST 57TH STREET
47TH FLOOR
NEW YORK, NY10019
X
SI Latitude SPV-D LLC
9 WEST 57TH STREET
47TH FLOOR
NEW YORK, NY10019
X
SI GP III LLC
9 WEST 57TH STREET
47TH FLOOR
NEW YORK, NY10019
X
WINTER DAVID S.
9 WEST 57TH STREET
47TH FLOOR
NEW YORK, NY10019
X
MILLSTONE DAVID J.
9 WEST 57TH STREET
47TH FLOOR
NEW YORK, NY10019
X
Signatures
Standard Latitude Fund LP, By: SI GP III LLC, By: /s/ David S. Winter, Principal, and /s/ David J. Millstone, Principal 09/28/2022
Signature of Reporting Person Date
Standard Latitude Master Fund Ltd., By: /s/ David S. Winter, Director, and /s/ David J. Millstone, Director 09/28/2022
Signature of Reporting Person Date
SI Latitude SPV-D LLC, By: /s/ David S. Winter, Principal, and /s/ David J. Millstone, Principal 09/28/2022
Signature of Reporting Person Date
SI GP III LLC, By: /s/ David S. Winter, Principal, and /s/ David J. Millstone, Principal 09/28/2022
Signature of Reporting Person Date
/s/ David S. Winter 09/28/2022
Signature of Reporting Person Date
/s/ David J. Millstone 09/28/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On September 27, 2022 (the "Effective Time"), pursuant to the terms of the Agreement and Plan of Merger, dated as of December 5, 2021, among the Issuer, Cyclades Parent, Inc. ("Parent"), and Cyclades Merger Sub, Inc. ("Merger Sub"), a wholly owned subsidiary of Parent (the "Merger Agreement"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and a direct wholly-owned subsidiary of Parent. At the Effective Time, pursuant to the terms of the Merger Agreement, each share of Issuer Common Stock beneficially owned by the Reporting Persons was converted into the right to receive $32.00 in cash (without interest).
( 2 )In addition to Standard Latitude Fund LP (f/k/a 40 North Latitude Fund LP), a Delaware limited partnership ("Standard Latitude Feeder"), this Form 4 is being filed jointly by Standard Latitude Master Fund Ltd. (f/k/a 40 North Latitude Master Fund Ltd.), a Cayman Islands exempted company incorporated with limited liability ("Standard Latitude Master"), SI Latitude SPV-D LLC (f/k/a 40 North Latitude SPV-D LLC), a Delaware limited liability company ("SI Latitude SPV"), SI GP III LLC (f/k/a 40 North GP III LLC), a Delaware limited liability company ("SI GP III"), David S. Winter, an American citizen, and David J. Millstone, an American citizen (all of the foregoing, collectively, the "Reporting Persons"), each of whom has the same business address as Standard Latitude Feeder.
( 3 )The securities reported on this Form 4 (the "Subject Securities") were held directly by (a) Standard Latitude Master, for which Standard Latitude Feeder serves as a feeder fund (2,386,285 shares), and (b) SI Latitude SPV, a subsidiary of Standard Latitude Master (2,727,519 shares). SI GP III is the general partner of Standard Latitude Feeder, and Messrs. Winter and Millstone are the principals of SI GP III and SI Latitude SPV.
( 4 )Standard Latitude Master, Standard Latitude Feeder, and SI Latitude SPV as pooled investment vehicles with direct and indirect holdings, respectively, in the Subject Securities prior to their disposition at the Effective Time; SI GP III, as the general partner of Standard Latitude Feeder; and Messrs. Winter and Millstone, as the principals of SI GP III; in each case, may have been deemed to beneficially own the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Each of the Reporting Persons disclaimed beneficial ownership of the Subject Securities except to the extent of any pecuniary interest therein.

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