Sec Form 4 Filing - Steffen Christopher J @ W R GRACE & CO - 2021-09-22

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Steffen Christopher J 2. Issuer Name and Ticker or Trading Symbol W R GRACE & CO [ GRA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O W. R. GRACE & CO., 7500 GRACE DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 09/22/2021 (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 09/22/2021 D 25,887 D 0 D

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 Steffen Christopher J C/O W. R. GRACE & CO. 7500 GRACE DRIVE COLUMBIA, MD21044 X Signatures /s/ Sean E. Dempsey, Attorney-in-Fact 09/22/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 reports securities disposed of pursuant to the Agreement & Plan of Merger (the "Merger Agreement"), dated April 26, 2021, among W. R. Grace & Co. ("Company"), W. R. Grace Holdings LLC (fka Gibraltar Acquisition Holdings LLC), a Delaware limited liability company ("Parent"), and Gibraltar Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), filed as Exhibit 2.1 to the Company's Form 8-K filed with the SEC on April 26, 2021, pursuant to which on Sept. 22, 2021, Merger Sub merged with and into the Company (the "Merger") and pursuant to which the Company survived the Merger as a wholly owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each issued & outstanding share of Company common stock was cancelled and converted into the right to receive $70.00 in cash (the "Merger Consideration") without interest, subject to withholding taxes.

Remarks: This Form 4 reports securities disposed of pursuant to the Agreement & Plan of Merger (the "Merger Agreement"), dated April 26, 2021, among W. R. Grace & Co. ("Company"), W. R. Grace Holdings LLC (fka Gibraltar Acquisition Holdings LLC), a Delaware limited liability company ("Parent"), and Gibraltar Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), filed as Exhibit 2.1 to the Company's Form 8-K filed with the SEC on April 26, 2021, pursuant to which on Sept. 22, 2021, Merger Sub merged with and into the Company (the "Merger") and pursuant to which the Company survived the Merger as a wholly owned subsidiary of Parent.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.