Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D 

 

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)

 

David J. Millstone David S. Winter Standard Industries Inc. 1 Campus Drive Parsippany, New Jersey 07054 (973) 628-3000

David J. Millstone David S. Winter 40 North Management LLC 9 West 57th Street, 30th Floor New York, New York 10019 (212) 821-1600

 

(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

 

March 2, 2017

(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 remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

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).

 

 

	1.	Names of Reporting Persons   40 NORTH MANAGEMENT LLC
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)	¨
		(b)	x
	3.	SEC Use Only
	4.	Source of Funds (See Instructions)   AF
	5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ¨
	6.	Citizenship or Place of Organization   DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power   0
	8.	Shared Voting Power   4,625,519
	9.	Sole Dispositive Power   0
	10.	Shared Dispositive Power   4,625,519

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person   4,625,519
	12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
	13.	Percent of Class Represented by Amount in Row (11)   6.5%
	14.	Type of Reporting Person (See Instructions)   IA

 

 

	1.	Names of Reporting Persons   40 NORTH GP III LLC
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)	¨
		(b)	x
	3.	SEC Use Only
	4.	Source of Funds (See Instructions)   AF
	5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ¨
	6.	Citizenship or Place of Organization   DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power   0
	8.	Shared Voting Power   4,625,519
	9.	Sole Dispositive Power   0
	10.	Shared Dispositive Power   4,625,519

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person   4,625,519
	12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
	13.	Percent of Class Represented by Amount in Row (11)   6.5%
	14.	Type of Reporting Person (See Instructions)   OO

 

 

	1.	Names of Reporting Persons   40 NORTH LATITUDE MASTER FUND LTD.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)	¨
		(b)	x
	3.	SEC Use Only
	4.	Source of Funds (See Instructions)   WC
	5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ¨
	6.	Citizenship or Place of Organization   CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power   0
	8.	Shared Voting Power   4,625,519
	9.	Sole Dispositive Power   0
	10.	Shared Dispositive Power   4,625,519

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person   4,625,519
	12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
	13.	Percent of Class Represented by Amount in Row (11)   6.5%
	14.	Type of Reporting Person (See Instructions)   CO

 

 

	1.	Names of Reporting Persons   40 NORTH LATITUDE FUND LP
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)	¨
		(b)	x
	3.	SEC Use Only
	4.	Source of Funds (See Instructions)   WC
	5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ¨
	6.	Citizenship or Place of Organization   DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power   0
	8.	Shared Voting Power   4,625,519
	9.	Sole Dispositive Power   0
	10.	Shared Dispositive Power   4,625,519

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person   4,625,519
	12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
	13.	Percent of Class Represented by Amount in Row (11)   6.5%
	14.	Type of Reporting Person (See Instructions)   PN

 

 

	1.	Names of Reporting Persons   40 NORTH LATITUDE SPV-D LLC
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)	¨
		(b)	x
	3.	SEC Use Only
	4.	Source of Funds (See Instructions)   WC; OO
	5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ¨
	6.	Citizenship or Place of Organization   DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power   0
	8.	Shared Voting Power   2,727,519
	9.	Sole Dispositive Power   0
	10.	Shared Dispositive Power   2,727,519

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person   2,727,519
	12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
	13.	Percent of Class Represented by Amount in Row (11)   3.8%
	14.	Type of Reporting Person (See Instructions)   OO

 

 

	1.	Names of Reporting Persons   DALBERGIA INVESTMENTS LLC
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)	¨
		(b)	x
	3.	SEC Use Only
	4.	Source of Funds (See Instructions)   WC; AF
	5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ¨
	6.	Citizenship or Place of Organization   DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power   0
	8.	Shared Voting Power   1,781,215
	9.	Sole Dispositive Power   0
	10.	Shared Dispositive Power   1,781,215

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person   1,781,215
	12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
	13.	Percent of Class Represented by Amount in Row (11)   2.5%
	14.	Type of Reporting Person (See Instructions)   OO

 

 

	1.	Names of Reporting Persons   STANDARD INDUSTRIES INC.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)	¨
		(b)	x
	3.	SEC Use Only
	4.	Source of Funds (See Instructions)   WC; AF
	5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ¨
	6.	Citizenship or Place of Organization   DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power   0
	8.	Shared Voting Power   1,781,215
	9.	Sole Dispositive Power   0
	10.	Shared Dispositive Power   1,781,215

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person   1,781,215
	12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
	13.	Percent of Class Represented by Amount in Row (11)   2.5%
	14.	Type of Reporting Person (See Instructions)   CO

 

 

	1.	Names of Reporting Persons   STANDARD INDUSTRIES HOLDINGS INC.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)	¨
		(b)	x
	3.	SEC Use Only
	4.	Source of Funds (See Instructions)   AF
	5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ¨
	6.	Citizenship or Place of Organization   DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power   0
	8.	Shared Voting Power   1,781,215
	9.	Sole Dispositive Power   0
	10.	Shared Dispositive Power   1,781,215

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person   1,781,215
	12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
	13.	Percent of Class Represented by Amount in Row (11)   2.5%
	14.	Type of Reporting Person (See Instructions)   CO

 

 

	1.	Names of Reporting Persons   G-I Holdings Inc.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)	¨
		(b)	x
	3.	SEC Use Only
	4.	Source of Funds (See Instructions)   AF
	5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ¨
	6.	Citizenship or Place of Organization   DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power   0
	8.	Shared Voting Power   1,781,215
	9.	Sole Dispositive Power   0
	10.	Shared Dispositive Power   1,781,215

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person   1,781,215
	12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
	13.	Percent of Class Represented by Amount in Row (11)   2.5%
	14.	Type of Reporting Person (See Instructions)   CO

 

 

	1.	Names of Reporting Persons   G Holdings LLC
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)	¨
		(b)	x
	3.	SEC Use Only
	4.	Source of Funds (See Instructions)   AF
	5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ¨
	6.	Citizenship or Place of Organization   DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power   0
	8.	Shared Voting Power   1,781,215
	9.	Sole Dispositive Power   0
	10.	Shared Dispositive Power   1,781,215

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person   1,781,215
	12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
	13.	Percent of Class Represented by Amount in Row (11)   2.5%
	14.	Type of Reporting Person (See Instructions)   OO

 

 

	1.	Names of Reporting Persons   G Holdings Inc.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)	¨
		(b)	x
	3.	SEC Use Only
	4.	Source of Funds (See Instructions)   AF
	5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ¨
	6.	Citizenship or Place of Organization   DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power   0
	8.	Shared Voting Power   1,781,215
	9.	Sole Dispositive Power   0
	10.	Shared Dispositive Power   1,781,215

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person   1,781,215
	12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
	13.	Percent of Class Represented by Amount in Row (11)   2.5%
	14.	Type of Reporting Person (See Instructions)   CO

 

 

	1.	Names of Reporting Persons   DAVID S. WINTER
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)	¨
		(b)	x
	3.	SEC Use Only
	4.	Source of Funds (See Instructions)   AF
	5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ¨
	6.	Citizenship or Place of Organization   UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power   0
	8.	Shared Voting Power   6,406,734
	9.	Sole Dispositive Power   0
	10.	Shared Dispositive Power   6,406,734

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person   6,406,734
	12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
	13.	Percent of Class Represented by Amount in Row (11)   9.0%
	14.	Type of Reporting Person (See Instructions)   IN

 

 

	1.	Names of Reporting Persons   DAVID J. MILLSTONE
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)	¨
		(b)	x
	3.	SEC Use Only
	4.	Source of Funds (See Instructions)   AF
	5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ¨
	6.	Citizenship or Place of Organization   UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power   0
	8.	Shared Voting Power   6,406,734
	9.	Sole Dispositive Power   0
	10.	Shared Dispositive Power   6,406,734

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person   6,406,734
	12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
	13.	Percent of Class Represented by Amount in Row (11)   9.0%
	14.	Type of Reporting Person (See Instructions)   IN

 

 

	1.	Names of Reporting Persons   Ronnie F. Heyman
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)	¨
		(b)	x
	3.	SEC Use Only
	4.	Source of Funds (See Instructions)   AF
	5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ¨
	6.	Citizenship or Place of Organization   UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power   0
	8.	Shared Voting Power   1,781,215
	9.	Sole Dispositive Power   0
	10.	Shared Dispositive Power   1,781,215

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person   1,781,215
	12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
	13.	Percent of Class Represented by Amount in Row (11)   2.5%
	14.	Type of Reporting Person (See Instructions)   IN

 

 

Item 1.

Security and Issuer.

 

The title of the class of equity security to which this statement on Schedule 13D relates is the Common Stock, par value $0.01 per share (the “Shares”) of GCP Applied Technologies Inc., a Delaware corporation (the “Issuer”). The address of the Issuer’s principal executive offices is 62 Whittemore Avenue, Cambridge, Massachusetts 02140.

 

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.

 

 

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.

 

Item 3.

Source and Amount of Funds or Other Consideration.

 

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. 842,384 of the Shares reported herein were purchased by Dalbergia using its working capital, 2,193,823 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 $159,229,420.38.  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.

 

Item 4.

Purpose of Transaction.

 

The responses to Items 3, 5 and 6 of this Schedule 13D are incorporated herein by reference.

 

 

The Reporting Persons acquired the Shares over which they exercise beneficial ownership in the belief that the Shares are undervalued and are an attractive investment. The Reporting Persons from time to time may enter into discussions with directors and officers of the Issuer, other stockholders of the Issuer or third parties in connection with the Reporting Persons’ investment in the Issuer. Such potential discussions may include, without limitation, one or more of members of management, members of the board (individually or acting as a whole), other stockholders of the Issuer and other persons to discuss the governance, board composition, management, operations, business, assets, capitalization, financial condition, strategic plans and future of the Issuer, as well as other matters related to the Issuer. These potential discussions may review options for enhancing stockholder value through, among other things, various strategic alternatives or operational or management initiatives. The Reporting Persons may also seek to explore increasing their ownership position in the Issuer, including, without limitation, through open market purchases or an acquisition of Shares from other stockholders.

 

The Reporting Persons intend to review their respective investments in the Issuer on a continuing basis and may from time to time and at any time in the future depending on various factors, including, without limitation, the outcome of any discussions referenced above, the Issuer’s financial position and strategic direction, actions taken by the board, price levels of the Shares, other investment opportunities available to the Reporting Persons, concentrations in the portfolios managed by the Reporting Persons, conditions in the securities and other markets and general economic and industry conditions, take such actions with respect to the investment in the Issuer as they deem appropriate, including, without limitation: (i) acquiring additional Shares and/or other equity, debt, notes, other securities or derivative or other instruments that are based upon or relate to the value of the Shares or otherwise relate to the Issuer (collectively, “Securities”) in the open market or otherwise; (ii) disposing of any or all of their Securities in the open market or otherwise; (iii) engaging in any hedging or similar transactions with respect to the Securities; or (iv) proposing or considering, or changing their intention with respect to, one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.

 

Item 5.

Interest in Securities of the Issuer.

 

(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 4,625,519 of the Shares reported herein, which represent approximately 6.5% 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 1,781,215 of the Shares reported herein, which represent approximately 2.5% of the Issuer’s outstanding Shares. Each of Messrs. Winter and Millstone may be deemed to be the beneficial owner of all of the 6,406,734 Shares reported herein, which represent approximately 9.0% 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 71,185,929 Shares outstanding as of February 27, 2017 (based on the Issuer’s Current Report on Form 10-K filed with the SEC on March 2, 2017).

 

(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.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

The responses to Items 3, 4 and 5 of this Schedule 13D are incorporated herein by reference.

 

The Reporting Persons may, from time to time, enter into and dispose of options, forward purchase contracts or other derivative transactions with one or more counterparties that are based upon or related to the value of Shares, or otherwise related to the Issuer, which transactions may be significant in amount. The profit, loss and/or return on such contracts may be wholly or partially dependent on the market value of the Shares.

 

To the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any other person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss or the giving or withholding of proxies.

 

 

Item 7.

Material to Be Filed as Exhibits.

 

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.

 

Date:  March 13, 2017	40 NORTH MANAGEMENT LLC
	By:
		/s/ David S. Winter
		David S. Winter
		Principal

 

	By:
		/s/ David J. Millstone
		David J. Millstone
		Principal

 

Date:  March 13, 2017	40 NORTH LATITUDE FUND LP
	By 40 North GP III LLC, its General Partner
	By:
		/s/ David S. Winter
		David S. Winter
		Principal

 

	By:
		/s/ David J. Millstone
		David J. Millstone
		Principal

 

Date:  March 13, 2017	40 NORTH LATITUDE MASTER FUND LTD.
	By:
		/s/ David S. Winter
		David S. Winter
		Director

 

	By:
		/s/ David J. Millstone
		David J. Millstone
		Director

 

 

Date:  March 13, 2017	40 NORTH LATITUDE SPV-D LLC
	By:
		/s/ David S. Winter
		David S. Winter
		Principal

 

	By:
		/s/ David J. Millstone
		David J. Millstone
		Principal

 

Date:  March 13, 2017	40 NORTH GP III LLC
	By:
		/s/ David S. Winter
		David S. Winter
		Principal

 

	By:
		/s/ David J. Millstone
		David J. Millstone
		Principal

 

Date:  March 13, 2017	DALBERGIA INVESTMENTS LLC
	By:
		/s/ John M. Maitner
		John M. Maitner
		Senior Vice President and Treasurer

 

Date:  March 13, 2017	STANDARD INDUSTRIES INC.
	By:
		/s/ John M. Maitner
		John M. Maitner
		Senior Vice President and Treasurer

 

Date:  March 13, 2017	Standard Industries Holdings Inc.
	By:
		/s/ John M. Maitner
		John M. Maitner
		Senior Vice President and Treasurer

 

 

Date:  March 13, 2017	G-I Holdings Inc.
	By:
		/s/ John M. Maitner
		John M. Maitner
		Senior Vice President and Treasurer

 

Date:  March 13, 2017	G Holdings LLC
	By:
		/s/ John M. Maitner
		John M. Maitner
		Senior Vice President and Treasurer

 

Date:  March 13, 2017	G Holdings Inc.
	By:
		/s/ John M. Maitner
		John M. Maitner
		Senior Vice President and Treasurer

 

Date:  March 13, 2017	DAVID S. WINTER
	By:
		/s/ David S. Winter

 

Date:  March 13, 2017	DAVID J. MILLSTONE
	By:
		/s/ David J. Millstone

 

Date:  March 13, 2017	Ronnie F. Heyman
	By:
		/s/ Ronnie F. Heyman