SEC Info℠  
    Home      Search      My Interests      Help      Sign In      Please Sign In

Standard Industries Inc., et al. – ‘4’ for 9/27/22 re: GCP Applied Technologies Inc.

On:  Wednesday, 9/28/22, at 4:46pm ET   ·   For:  9/27/22   ·   As:  10% Owner   ·   Accession #:  1104659-22-103741   ·   File #:  1-37533

Previous ‘4’:  ‘4’ on 3/15/19 for 3/14/19   ·   Latest ‘4’:  This Filing

Find Words in Filings emoji
 		  in    Show  and   ↓Hints

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 9/28/22  Standard Industries Inc.          4          10% Owner   1:14K  GCP Applied Technologies Inc.     Toppan Merrill/FA
          G Holdings LLC
          Dalbergia Investments LLC
          G Holdings Inc.
          G-I Holdings Inc.
          Standard Industries Holdings Inc.

Statement of Changes in Beneficial Ownership of Securities by an Insider   —   Form 4   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Ownership Document -- tm2226787-3_4seq1.xml/3.6     HTML     12K


        

This ‘4’ Document is an XML Data File that may be rendered in various formats:

  Form 4    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 
 
SEC Info℠ rendering:  Ownership Document — tm2226787-3_4seq1.xml/3.6
 
FORM 4UNITED 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
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Dalbergia Investments LLC
(Last)(First)(Middle)
1 CAMPUS DRIVE
(Street)
PARSIPPANYNJ07054
(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
GCP Applied Technologies Inc. [ GCP ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
9/27/22
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm 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. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)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)
CodeVAmount(A) or (D)Price
Common Stock, $0.01 par value (1) 9/27/22 (1)J (1) 12,664,548D$32 (1)0D (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 (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)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 (Month/Day/Year)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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
1. Name and Address of Reporting Person*
Dalbergia Investments LLC
(Last)(First)(Middle)
1 CAMPUS DRIVE
(Street)
PARSIPPANYNJ07054
(City)(State)(Zip)
1. Name and Address of Reporting Person*
Standard Industries Inc.
(Last)(First)(Middle)
1 CAMPUS DRIVE,
(Street)
PARSIPPANYNJ07054
(City)(State)(Zip)
1. Name and Address of Reporting Person*
Standard Industries Holdings Inc.
(Last)(First)(Middle)
1 CAMPUS DRIVE
(Street)
PARSIPPANYNJ07054
(City)(State)(Zip)
1. Name and Address of Reporting Person*
G-I Holdings Inc.
(Last)(First)(Middle)
1 CAMPUS DRIVE
(Street)
PARSIPPANYNJ07054
(City)(State)(Zip)
1. Name and Address of Reporting Person*
G Holdings LLC
(Last)(First)(Middle)
1 CAMPUS DRIVE
(Street)
PARSIPPANYNJ07054
(City)(State)(Zip)
1. Name and Address of Reporting Person*
G Holdings Inc.
(Last)(First)(Middle)
1 CAMPUS DRIVE
(Street)
PARSIPPANYNJ07054
(City)(State)(Zip)
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.
Dalbergia Investments LLC, By: /s/ John Rebele, Executive Vice President and Chief Financial Officer 9/28/22
Standard Industries Inc., By: /s/ John Rebele, Executive Vice President and Chief Financial Officer 9/28/22
Standard Industries Holdings Inc., By: /s/ John Rebele, Executive Vice President and Chief Financial Officer 9/28/22
G-I Holdings Inc., By: /s/ Tunde Reddy, Chief Financial Officer 9/28/22
G Holdings LLC, By: /s/ Tunde Reddy, Chief Financial Officer 9/28/22
G Holdings Inc., By: /s/ Tunde Reddy, Chief Financial Officer 9/28/22
** Signature of Reporting PersonDate
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.
____________
Transaction Code:
    J    Other acquisition or disposition.

↑Top
Filing Submission 0001104659-22-103741   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help — Fri., Apr. 26, 7:29:18.1am ET