Item 8.01. Other Events.
On April 1, 2021, W. R. Grace & Co. ("Grace") issued a press release regarding
its response to the letter it received on April 1, 2021 from 40 North Management
LLC ("40 North").
A copy of the press release announcing Grace's response, including the full text
of the letter delivered to David Winter and David Millstone of 40 North, is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Forward-looking statements
This report and the exhibit hereto contain forward-looking statements, that is,
information related to future, not past, events. Such statements generally
include the words "believes," "plans," "intends," "targets," "will," "expects,"
"suggests," "anticipates," "outlook," "continues," or similar expressions.
Forward-looking statements include, without limitation, statements regarding
future: financial positions; results of operations; cash flows; financing plans;
business strategy; operating plans; capital and other expenditures; impact of
COVID-19 on Grace's business; competitive positions; growth opportunities for
existing products; benefits from new technology; benefits from cost reduction
initiatives; succession planning; and markets for securities. For these
statements, Grace claims the protections of the safe harbor for forward-looking
statements contained in Section 27A of the Securities Act and Section 21E of the
Exchange Act. Grace is subject to risks and uncertainties that could cause
actual results or events to differ materially from its projections or that could
cause other forward-looking statements to prove incorrect. Factors that could
cause actual results or events to differ materially from those contained in the
forward-looking statements include, without limitation: risks related to foreign
operations, especially in areas of active conflicts and in emerging regions; the
costs and availability of raw materials, energy and transportation; the
effectiveness of Grace's research and development and growth investments;
acquisitions and divestitures of assets and businesses; developments affecting
Grace's outstanding indebtedness; developments affecting Grace's pension
obligations; legacy matters (including product, environmental, and other legacy
liabilities) relating to past activities of Grace; its legal and environmental
proceedings; environmental compliance costs (including existing and potential
laws and regulations pertaining to climate change)? the inability to establish
or maintain certain business relationships; the inability to hire or retain key
personnel; natural disasters such as storms and floods; fires and force majeure
events; the economics of our customers' industries, including the petroleum
refining, petrochemicals, and plastics industries, and shifting consumer
preferences; public health and safety concerns, including pandemics and
quarantines; changes in tax laws and regulations; international trade disputes,
tariffs, and sanctions; the potential effects of cyberattacks; and those
additional factors set forth in Grace's most recent Annual Report on Form 10-K,
quarterly reports on Form 10-Q, and current reports on Form 8-K, which have been
filed with the Securities and Exchange Commission and are readily available on
the internet at www.sec.gov. Grace's reported results should not be considered
as an indication of its future performance. Readers are cautioned not to place
undue reliance on Grace's projections and forward-looking statements, which
speak only as of the dates those projections and statements are made. Grace
undertakes no obligation to release publicly any revisions to the projections
and forward-looking statements contained in this report and the exhibit hereto,
or to update them to reflect events or circumstances occurring after the date of
this report.
Item 9.01. Financial Statements and Exhibits.


(d)      Exhibits
Exhibit No.              Description of Exhibit                       Location
     99.1        Press release issued by W. R. Grace &      Filed herewith
               Co. dated April 1, 2021
     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.CAL   Inline XBRL Taxonomy Extension Calculation   Filed herewith
               Linkbase
     101.DEF   Inline XBRL Taxonomy Extension Definition    Filed herewith
               Linkbase
     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)

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