Statement of Changes in Beneficial Ownership (4)
29 September 2022 - 6:48AM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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0.5
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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
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1. Name and Address of Reporting Person
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Dalbergia Investments LLC |
2. Issuer Name and Ticker or Trading Symbol
GCP Applied Technologies Inc.
[
GCP
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
1 CAMPUS DRIVE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/27/2022 |
(Street)
PARSIPPANY, NJ 07054
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, $0.01 par value (1) | 9/27/2022 (1) | | J(1) | | 12664548 | D | $32.00 (1) | 0 | D (2)(3)(4) | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
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 Dalbergia Investments LLC, a Delaware limited liability company ("Dalbergia"), this Form 4 is being filed jointly by Standard Industries Inc., a Delaware corporation ("Standard Industries"), Standard Industries Holdings Inc., a Delaware corporation ("Standard Holdings"), G-I Holdings Inc., a Delaware corporation ("G-I Holdings"), G Holdings LLC, a Delaware limited liability company ("G Holdings LLC"), and G Holdings Inc., a Delaware corporation ("G Holdings Inc.," and all of the foregoing, collectively, the "Reporting Persons"). The principal business address of Dalbergia, Standard Industries, G-I Holdings, G Holdings LLC and G Holdings Inc. is 1 Campus Drive, Parsippany, New Jersey 07054. The principal business address of Standard Holdings is 1011 Centre Road, Suite 315, Wilmington, Delaware 19805. |
(3) | The securities reported on this Form 4 (the "Subject Securities") were held directly by Dalbergia. Standard Industries is the sole owner of Dalbergia, and each of Standard Holdings, G-I Holdings, G Holdings LLC and G Holdings Inc. is directly or indirectly a controlling owner of Standard Industries. |
(4) | The Reporting Persons, as entities with direct and indirect holdings, respectively, in the Subject Securities prior to their disposition at the Effective Time, 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. Each of the Reporting Persons disclaimed beneficial ownership of the Subject Securities except to the extent of any pecuniary interest therein. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Dalbergia Investments LLC 1 CAMPUS DRIVE PARSIPPANY, NJ 07054 |
| X |
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Standard Industries Inc. 1 CAMPUS DRIVE, PARSIPPANY, NJ 07054 |
| X |
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Standard Industries Holdings Inc. 1 CAMPUS DRIVE PARSIPPANY, NJ 07054 |
| X |
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G-I Holdings Inc. 1 CAMPUS DRIVE PARSIPPANY, NJ 07054 |
| X |
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G Holdings LLC 1 CAMPUS DRIVE PARSIPPANY, NJ 07054 |
| X |
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G Holdings Inc. 1 CAMPUS DRIVE PARSIPPANY, NJ 07054 |
| X |
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Signatures
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Dalbergia Investments LLC, By: /s/ John Rebele, Executive Vice President and Chief Financial Officer | | 9/28/2022 |
**Signature of Reporting Person | Date |
Standard Industries Inc., By: /s/ John Rebele, Executive Vice President and Chief Financial Officer | | 9/28/2022 |
**Signature of Reporting Person | Date |
Standard Industries Holdings Inc., By: /s/ John Rebele, Executive Vice President and Chief Financial Officer | | 9/28/2022 |
**Signature of Reporting Person | Date |
G-I Holdings Inc., By: /s/ Tunde Reddy, Chief Financial Officer | | 9/28/2022 |
**Signature of Reporting Person | Date |
G Holdings LLC, By: /s/ Tunde Reddy, Chief Financial Officer | | 9/28/2022 |
**Signature of Reporting Person | Date |
G Holdings Inc., By: /s/ Tunde Reddy, Chief Financial Officer | | 9/28/2022 |
**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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