Item 3.03. Material Modification to Rights of Security Holders.

The information set forth under under Item 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.

Item 5.01. Changes in Control of Registrant.

The information set forth under Item 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 5.01.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year.

The description contained under the Introductory Note above is hereby incorporated by reference in its entirety into this Item 5.03.

In connection with the consummation of the Merger, the Company's Amended and Restated Certificate of Incorporation (as last amended and restated on February 3, 2014) was amended and restated in its entirety, and is filed herewith as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.

In connection with the consummation of the Merger, the Company's Amended and Restated Bylaws (as last amended on January 22, 2015) (the "Bylaws") were amended and restated in their entirety to be the bylaws of Merger Sub as in effect immediately prior to the effective time of the Merger (except (i) the name of the Company remained "W. R. Grace & Co.", and (ii) any provisions required to be included in the Bylaws of the Surviving Corporation pursuant to the Merger Agreement were not amended, altered or repealed), and is filed herewith as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated by reference herein.

--------------------------------------------------------------------------------

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits

Exhibit
  No.              Description of Exhibit                        Location
  3.1     Amended and Restated Certificate of        Filed herewith
          Incorporation of W. R. Grace & Co.
  3.2     Amended and Restated Bylaws of W. R.       Filed herewith
          Grace & Co.
101.INS   Inline XBRL Instance Document              The instance document does not
                                                     appear in the Interactive Data
                                                     File because its XBRL tags are
                                                     embedded within the Inline XBRL
                                                     document.
101.SCH   Inline XBRL Taxonomy Extension Schema      Filed herewith
101.LAB   Inline XBRL Taxonomy Extension Label       Filed herewith
          Linkbase
101.PRE   Inline XBRL Taxonomy Extension             Filed herewith
          Presentation Linkbase
    104   Cover Page Interactive Data File           Filed herewith
          (formatted as Inline XBRL and included
          in Exhibit 101)

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses