SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Shelnitz Mark A (Last) (First) (Middle) C/O W. R. GRACE & CO. 7500 GRACE DRIVE (Street) COLUMBIA MD 21044 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol W R GRACE & CO [ GRA ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Ret. former Sr. VP, GC & Sec.
	3. Date of Earliest Transaction (Month/Day/Year) 12/31/2020
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01 per share	12/31/2020		M		1,745(1)	A	$0(2)	69,949	D
Common Stock, par value $0.01 per share	12/31/2020		F		571	D	$54.62	69,378	D
Common Stock, par value $0.01 per share	12/31/2020		F		274	D	$54.82	69,104	D
Common Stock, par value $0.01 per share								12,624	I	By Trust(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(4)	12/31/2020		M			1,745	(1)	(1)	Common Stock	1,745	$0(2)	2,590	D
Restricted Stock Units	(4)	12/31/2020		D			2,590(5)	(5)	(5)	Common Stock	2,590	$0	0	D
Employee Stock Options (rights to buy)	$55.405	12/31/2020		D			10,396	(6)	12/31/2023(7)	Common Stock	10,396	$0	3,998	D
Employee Stock Options (rights to buy)	$78.115							(8)	12/31/2023(9)	Common Stock	7,569		7,569	D

Explanation of Responses:

1. On February 22, 2018, the reporting person was granted 2,042 stock units, 566 of these stock units vested and settled on December 31, 2020. On February 25, 2019, the reporting person was granted 1,760 stock units, 489 of these stock units vested and settled on December 31, 2020. On February 27, 2020, the reporting person was granted 2,482 stock units, 690 of these stock units vested and settled on December 31, 2020. The foregoing vesting occurred due to the officer's retirement and in accordance with the original terms of the award.

2. Restricted stock units converted into Common Stock on a one-for-one basis.

3. Such shares are held in a trust established by the issuer for the benefit of certain officers and directors.

4. Each Restricted Stock Unit represents a contingent right to receive one share of Common Stock or at the Issuer's election, the cash value thereof.

5. Restricted Stock Units are being forfeited due to the officer's retirement in accordance with the original terms of the award.

6. Due to the officer's retirement and in accordance with the original terms of the award - of the original grant of 14,394 employee stock options, 10,396 were forfeited and 3,998 prorated employee stock options vested on December 31, 2020.

7. Due to the officer's retirement and in accordance with the original terms of the award, the expiration date was changed from February 27, 2030 to December 31, 2023.

8. Options become exercisable in three substantially equal annual installments beginning on February 25, 2020.

9. Due to the officer's retirement and in accordance with the original terms of the award, the expiration date was changed from February 25, 2029 to December 31, 2023.

Remarks:

	/s/ Mark A. Shelnitz	01/05/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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