Page 16 of 21 – SEC Filing
AMENDMENT NO. 1 TO SCHEDULE 13D
This Amendment No. 1 supplements the information set forth in
the Schedule 13D filed by 40 North Management LLC, a Delaware limited liability company, 40 North Latitude Fund LP, a Delaware
limited partnership, 40 North GP III LLC, a Delaware limited liability company, 40 North Latitude Master Fund Ltd., a Cayman Islands
exempted company incorporated with limited liability, 40 North Latitude SPV-D LLC, a Delaware limited liability company, Dalbergia
Investments LLC, a Delaware limited liability company, Standard Industries Inc., a Delaware corporation, Standard Industries Holdings
Inc., a Delaware corporation, G-I Holdings Inc., a Delaware corporation, G Holdings LLC, a Delaware limited liability company,
G Holdings Inc., a Delaware corporation, David S. Winter, an American citizen, David J. Millstone, an American citizen, and Ronnie
F. Heyman, an American citizen, with the United States Securities and Exchange Commission (the “SEC”) on March
13, 2017 (the “Schedule 13D”), relating to Common Stock, par value $0.01 per share (the “Shares”),
of GCP Applied Technologies Inc., a Delaware corporation, (the “Issuer”). All capitalized terms contained herein
but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.
The information set forth in response to each separate Item
below shall be deemed to be a response to all Items where such information is relevant. The Schedule 13D is hereby supplementally
amended as follows:
| Item 2. | Identity and Background. |
This statement on Schedule 13D is filed on
behalf of 40 North Management LLC, a Delaware limited liability company (“40 North Management”), 40 North Latitude
Fund LP, a Delaware limited partnership (“40 North Latitude Feeder”), 40 North GP III LLC, a Delaware limited
liability company (“40 North GP III”), 40 North Latitude Master Fund Ltd., a Cayman Islands exempted company
incorporated with limited liability (“40 North Latitude Master”), 40 North Latitude SPV-D LLC, a Delaware
limited liability company (“40 North Latitude SPV”), Dalbergia Investments LLC, a Delaware limited liability
company (“Dalbergia”), 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”), G Holdings Inc., a Delaware corporation (“G Holdings Inc.”), David S. Winter, an American
citizen, David J. Millstone, an American citizen, and Ronnie F. Heyman, an American citizen (all of the foregoing, collectively,
the “Reporting Persons”).
This statement relates to Shares held by (i)
40 North Latitude SPV, a wholly owned subsidiary of 40 North Latitude Master, the “master” fund in a “master-feeder”
structure in which 40 North Latitude Feeder is a “feeder” fund, (ii) 40 North Latitude Master and (iii) Dalbergia.
The principal business of each of 40 North
Latitude Feeder, 40 North Latitude Master, 40 North Latitude SPV and Dalbergia is the making of investments in securities and other
assets. The principal business of 40 North GP III is to serve as general partner of 40 North Latitude Feeder. 40 North Management
serves as principal investment manager to 40 North Latitude Feeder and 40 North Latitude Master. As such, 40 North Management has
been granted investment discretion over portfolio investments, including the Shares held by 40 North Latitude SPV and 40 North
Latitude Master. Standard Industries, the sole owner of Dalbergia, is a global diversified holding company whose businesses are
engaged in the manufacture and sale of commercial and residential roofing and waterproofing products, insulation products, aggregates,
and other specialty construction products. Standard Holdings, G-I Holdings, G Holdings LLC and G Holdings Inc. are direct or indirect
parent companies of Standard Industries. David S. Winter and David J. Millstone serve as: the sole members and principals of each
of 40 North Management and 40 North GP III; as the principals of 40 North Latitude SPV; as the sole directors of 40 North Latitude
Master; as Co-Executive Chairmen, Chief Executive Officers and Presidents of Dalbergia; as directors, Co-Executive Chairmen, and
Chief Executive Officers of Standard Industries; as the sole directors, Co-Executive Chairmen, Chief Executive Officers and Presidents
of each of Standard Holdings and G-I Holdings; and as Co-Executive Vice Chairmen of each of G Holdings LLC and G Holdings Inc.
Ronnie F. Heyman is the Chairman, Chief Executive Officer, and President of each of G Holdings
LLC and G Holdings Inc. and the sole member of the Board of Directors of G Holdings Inc. 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. The principal business address
of all of the other Reporting Persons is 9 West 57th Street, 30th Floor, New York, New York 10019. A joint filing agreement of
the Reporting Persons is attached hereto as Exhibit 1.
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