13D Filing: 40 North Management and GCP Applied Technologies Inc (GCP)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE
13D 

(Amendment No. 1)*

Under the Securities Exchange Act of
1934

GCP APPLIED TECHNOLOGIES INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

36164Y101

(CUSIP Number)

(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)

COPIES TO:

Robert W. Downes, Esq.

Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004

(212) 558-4000

April 3, 2018

(Date of Event which Requires Filing
of this Statement)

If the filing person has previously filed a statement
on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a
signed original and five copies of the schedule, including all exhibits. See Rule §240.13d-7 for other parties to whom copies
are to be sent.

The information required on the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).

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:

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.

During the last five years, none of the Reporting
Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party
to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or
is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to such laws.

The responses to Items 4, 5 and 6 of this
Schedule 13D are incorporated herein by reference.

On February 3, 2016, 3,360,428 of the Shares
reported herein were acquired by 40 North Latitude Master, 40 North Latitude SPV, and Dalbergia in connection with a one-for-one
spinoff of the Issuer from W.R. Grace & Co. Of such Shares, 60,017 Shares were acquired by 40 North Latitude Master, 2,423,580
Shares were acquired by 40 North Latitude SPV, and 876,831 Shares were acquired by Dalbergia.

62,000 of the Shares reported herein were
purchased by Dalbergia as a result of the exercise of certain put-call combination contracts with respect to the Shares. 1,154,839 of the Shares reported herein were purchased by Dalbergia using its working capital, 2,682,108 of the Shares reported herein
were purchased by 40 North Latitude Master using its working capital (including 355,840 Shares purchased by 40 North Latitude Master
and transferred to Dalbergia for cash), and 303,939 of the Shares reported herein were purchased by 40 North Latitude SPV using
its working capital and on margin.

The total purchase price for the Shares reported
herein was $184,955,687.46.  The margin transactions are with 40 North Latitude SPV’s usual brokers, on such brokers’
usual terms and conditions. All or part of the Shares owned by the Reporting Persons may from time to time be pledged with one
or more banking institutions or brokerage firms as collateral for loans made by such bank(s) or brokerage firm(s) to the Reporting
Persons. Such indebtedness may be refinanced with other banks or broker-dealers.

(a) – (b)  40 North
Latitude SPV may be deemed the beneficial owner of 2,727,519 of the Shares reported herein, which represent approximately
3.8% of the Issuer’s outstanding Shares. Each of 40 North Management, 40 North Latitude Master, 40 North Latitude
Feeder and 40 North GP III may be deemed the beneficial owner of 5,113,804 of the Shares reported herein, which represent
approximately 7.1 % of the Issuer’s outstanding Shares. Each of Dalbergia, Standard Industries, Standard Holdings, G-I
Holdings, G Holdings LLC, G Holdings Inc. and Ms. Heyman may be deemed the beneficial owner of 2,093,670 of the Shares
reported herein, which represent approximately 2.9% of the Issuer’s outstanding Shares. Each of Messrs. Winter and
Millstone may be deemed to be the beneficial owner of all of the 7,207,474 Shares reported herein, which represent
approximately 10.0% of the Issuer’s outstanding Shares.

All of the Reporting Persons may be
deemed to have shared power to vote and shared power to dispose of such Shares as they may be deemed to have beneficial ownership
of.

The percentages in the immediately
foregoing paragraphs are calculated based on a total of 71,974,922 Shares outstanding as of March 7, 2018 (based on the
Issuer’s Proxy Statement for its 2018 Annual Meeting of Stockholders filed with the SEC on Schedule 14A on March
20, 2018).

(c) Except as set forth on Exhibit
2 attached hereto, there have been no transactions with respect to the Shares during the sixty days prior to the date hereof
by any of the Reporting Persons.

(d) In addition to the Reporting Persons,
the limited partners of (or investors in) 40 North Latitude Feeder or its subsidiaries or affiliated entities and the shareholders
of G Holdings Inc. have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares
in accordance with their respective limited partnership interests (or investment percentages) or shareholdings.

(e) Not applicable.

Exhibit 1 – Agreement by and among 40
North Management LLC, 40 North GP III LLC, 40 North Latitude Fund LP, 40 North Latitude Master Fund Ltd., 40 North Latitude SPV-D
LLC, Dalbergia Investments LLC, Standard Industries Inc., Standard Industries Holdings Inc., G-I Holdings Inc., G Holdings LLC,
G Holdings Inc., David S. Winter, David J. Millstone and Ronnie F. Heyman, to file this Schedule 13D and any amendments thereto
jointly on behalf of each of them.

Exhibit 2 – Transactions in the Shares
effected in the past 60 days.

SIGNATURES

After reasonable inquiry and to the best of my
knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.