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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Cole Keith N 		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)
VP, Govt. Relations and EHS
(Last)          (First)          (Middle)

C/O W. R. GRACE & CO., 7500 GRACE DRIVE 		3. Date of Earliest Transaction (MM/DD/YYYY)

2/4/2016
(Street)

COLUMBIA, MD 21044
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 $.01 per share   (1)                3000   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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
Employee Stock Options (rights to buy)   (2) $77.52                      (3) 2/8/2019   Common Stock   (1) 8264.0     8264   D    
Employee Stock Options (rights to buy)   (2) $74.7                      (4) 5/8/2019   Common Stock   (1) 8576.0     8576   D    
Employee Stock Options (rights to buy)   (2) $77.31                      (5) 5/7/2020   Common Stock   (1) 14553.0     14553   D    
Restricted Stock Units   (2)   (6)                    (7)   (8) Common Stock   (1) 2911.0     2911   D    

Explanation of Responses:
( 1)  Each share of Common Stock also represents one Preferred Stock Purchase Right. Each such Right entitles the holder to purchase preferred stock or other securities or property upon the occurrence of certain events and subject to certain conditions.
( 2)  Adjusted on February 4, 2016 pursuant to the Employee Matters Agreement as described in the Remarks below.
( 3)  Options become exercisable in three substantially equal annual installments beginning on February 10, 2015; February 10, 2016; and February 10, 2017.
( 4)  Options become exercisable in three substantially equal annual installments beginning on May 8, 2015; May 6, 2016; and May 8, 2017.
( 5)  Options become exercisable in three substantially equal annual installments beginning on May 6, 2016; May 5, 2017; and May 7, 2018.
( 6)  Each RSU represents a contingent right to receive one share of Grace common stock.
( 7)  Restricted stock units vest on May 7, 2018.
( 8)  Not Applicable

Remarks:
The terms of each of the reporting person's outstanding options and restricted stock unit awards were adjusted pursuant to the Employee Matters Agreement among W. R. Grace & Co. ("Grace"), W. R. Grace & Co.Conn. and GCP Applied Technologies Inc. ("GCP") relating to the February 3, 2016 distribution by Grace to its stockholders of all of the outstanding shares of the common stock of GCP. All information regarding options and restricted stock unit awards is shown on this Form 4 on a post-adjustment basis.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Cole Keith N
C/O W. R. GRACE & CO.
7500 GRACE DRIVE
COLUMBIA, MD 21044

VP, Govt. Relations and EHS

Signatures
/s/ Michael W. Conron, Attorney-in-Fact 2/8/2016
** Signature of Reporting Person Date


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 control number.
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