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Form 4 GCP Applied Technologies For: Sep 27 Filed by: Bates Simon

September 27, 2022 1:48 PM EDT
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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 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 *
Bates Simon
(Last) (First) (Middle)
C/O GCP APPLIED TECHNOLOGIES INC., 2325
LAKEVIEW PARKWAY, SUITE 500
(Street)
ALPHARETTA GA 30009
(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
09/27/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
 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. 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)
Code V Amount (A) or (D) Price
Common Stock 09/27/2022   D   88,181 (1) D $ 32 22,374 D  
Common Stock 09/27/2022   D   22,374 (2) D $ 32 0 D  
Common Stock 09/27/2022   A   32,247 (3) A $ 0 32,247 D  
Common Stock 09/27/2022   D   32,247 (4) D $ 32 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 (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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Options (rights to buy) $ 20.96 09/27/2022   D     388,348   (5) 10/01/2025 Common Stock 388,348 $ 11.04 0 D  
Explanation of Responses:
1. Disposed of pursuant to the Agreement and Plan of Merger, by and among Cyclades Parent, Inc., Cyclades Merger Sub, Inc., GCP Applied Technologies Inc. (the "Issuer") and Compagnie de Saint-Gobain S.A., dated December 5, 2021 (the "Merger Agreement"), whereby each outstanding share of the Issuer's common stock was cancelled at the effective time (the "Effective Time") of the merger (the "Merger") and converted into the right to receive a cash payment of $32.00 per share (the "Merger Consideration").
2. Disposed of pursuant to the Merger Agreement, whereby unvested restricted stock units ("Company RSUs") which were outstanding as of immediately prior to the Effective Time and subject solely to service-based vesting conditions fully vested, and each Company RSU that was outstanding immediately prior to the Effective Time was canceled at the Effective Time, in exchange for cash payments in the amount of the Merger Consideration (without interest).
3. Represents shares of Issuer common stock issued under Company performance based stock units ("Company PBUs") that became vested in connection with the Merger.
4. Disposed of pursuant to the Merger Agreement, whereby each Company PBU that was outstanding immediately prior to the Effective Time was canceled at the Effective Time, in exchange for cash payments in the amount of the Merger Consideration (without interest).
5. This option was canceled in the Merger in exchange for a cash payment of $4,287,361.92, representing the difference between the exercise price of the option and the Merger Consideration.
Remarks:
President and Chief Executive Officer
/s/ Michael W. Valente, Attorney-in-Fact 09/27/2022
** 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 Number.

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