Sec Form 4 Filing - Shelnitz Mark A @ W R GRACE & CO - 2020-12-31

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
Shelnitz Mark A
2. Issuer Name and Ticker or Trading Symbol
W R GRACE & CO [ GRA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Ret. former Sr. VP, GC & Sec.
(Last) (First) (Middle)
C/O W. R. GRACE & CO., 7500 GRACE DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
12/31/2020
(Street)
COLUMBIA, MD21044
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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, par value $0.01 per share 12/31/2020 M 1,745 ( 1 ) A $ 0 ( 2 ) 69,949 D
Common Stock, par value $0.01 per share 12/31/2020 F 571 D $ 54.62 69,378 D
Common Stock, par value $0.01 per share 12/31/2020 F 274 D $ 54.82 69,104 D
Common Stock, par value $0.01 per share 12,624 I By Trust ( 3 )
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
Restricted Stock Units ( 4 ) 12/31/2020 M 1,745 ( 1 ) ( 1 ) Common Stock 1,745 $ 0 ( 2 ) 2,590 D
Restricted Stock Units ( 4 ) 12/31/2020 D 2,590 ( 5 ) ( 5 ) ( 5 ) Common Stock 2,590 $ 0 0 D
Employee Stock Options (rights to buy) $ 55.405 12/31/2020 D 10,396 ( 6 ) 12/31/2023( 7 ) Common Stock 10,396 $ 0 3,998 D
Employee Stock Options (rights to buy) $ 78.115 ( 8 ) 12/31/2023( 9 ) Common Stock 7,569 7,569 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Shelnitz Mark A
C/O W. R. GRACE & CO.
7500 GRACE DRIVE
COLUMBIA, MD21044
Ret. former Sr. VP, GC & Sec.
Signatures
/s/ Mark A. Shelnitz 01/05/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On February 22, 2018, the reporting person was granted 2,042 stock units, 566 of these stock units vested and settled on December 31, 2020. On February 25, 2019, the reporting person was granted 1,760 stock units, 489 of these stock units vested and settled on December 31, 2020. On February 27, 2020, the reporting person was granted 2,482 stock units, 690 of these stock units vested and settled on December 31, 2020. The foregoing vesting occurred due to the officer's retirement and in accordance with the original terms of the award.
( 2 )Restricted stock units converted into Common Stock on a one-for-one basis.
( 3 )Such shares are held in a trust established by the issuer for the benefit of certain officers and directors.
( 4 )Each Restricted Stock Unit represents a contingent right to receive one share of Common Stock or at the Issuer's election, the cash value thereof.
( 5 )Restricted Stock Units are being forfeited due to the officer's retirement in accordance with the original terms of the award.
( 6 )Due to the officer's retirement and in accordance with the original terms of the award - of the original grant of 14,394 employee stock options, 10,396 were forfeited and 3,998 prorated employee stock options vested on December 31, 2020.
( 7 )Due to the officer's retirement and in accordance with the original terms of the award, the expiration date was changed from February 27, 2030 to December 31, 2023.
( 8 )Options become exercisable in three substantially equal annual installments beginning on February 25, 2020.
( 9 )Due to the officer's retirement and in accordance with the original terms of the award, the expiration date was changed from February 25, 2029 to December 31, 2023.

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