(1)	Title of each class of securities to which transaction applies:

(2)	Aggregate number of securities to which transaction applies:

(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)	Proposed maximum aggregate value of transaction:

(5)	Total fee paid:

o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)	Amount Previously Paid:

(2)	Form, Schedule or Registration Statement No.:

(3)	Filing Party:

(4)	Date Filed:

---

---

---

1.	The election of two directors for a term expiring in 2019;

2.	The ratification of PricewaterhouseCoopers LLP as Grace’s independent registered public accounting firm for 2016;

3.	An advisory vote to approve the compensation of Grace's named executive officers as described in the Proxy Statement; and

4.	Any other business properly brought before the Annual Meeting or any postponement or adjournment thereof.

---

---

---

•	by Internet at www.proxypush.com/gra (we encourage you to vote this way as it is the most cost-effective method and reduces the environmental impact of our Annual Meeting);

•	by toll-free telephone at 1-866-883-3382 in the USA, U.S. territories and Canada on a touch tone telephone;

•	by completing and returning your proxy card before May 4, 2016; or

•	by written ballot in person at the Annual Meeting.

---

Question 2:	Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

---

•	Proxy Statement for the Annual Meeting (including the Notice of Annual Meeting of Stockholders);

•	2015 Annual Report to Stockholders, which includes our audited consolidated financial statements; and

•	If you are a stockholder of record, the proxy card; or

•	If you hold shares through a broker, bank, financial institution or other nominee or intermediary that serves as stockholder of record, a voting instruction card.

Proposal One:	Election of two directors for a term of three years, with the following as our Board’s nominees:

Proposal Two:	The ratification of PricewaterhouseCoopers LLP as Grace’s independent registered public accounting firm for fiscal year 2016; and

Proposal Three:	An advisory vote to approve the compensation of Grace's named executive officers as described in this Proxy Statement.

Question 6:	What are the voting recommendations of our Board?

---

•	entering a new vote by Internet or telephone at or before 11:59 p.m., Eastern Time, on May 4, 2016;

•	returning a later-dated proxy card by mail before the close of business on May 4, 2016;

---

•	notifying our Corporate Secretary, Mark A. Shelnitz, by written revocation letter to the address listed on the front page of this Proxy Statement before the Annual Meeting; or

•	by attending the Annual Meeting and completing and submitting a written ballot.

Question 11:	What is the deadline for voting my shares if I do not intend to vote in person at the Annual Meeting?

Question 14:	What is the difference between holding shares as a stockholder of record versus as a beneficial owner?

---

Question 17:	What vote is required to approve each proposal, assuming a quorum is present at the Annual Meeting?

•

Proposal One:    In January 2015, we adopted a majority voting standard for the election of directors. Under this voting standard, once a quorum has been established with respect to an election that is not contested, directors are elected by a majority of the votes cast. This means that the number of shares voted FOR a director nominee must exceed the number of shares voted AGAINST that director nominee. Abstentions and broker non-votes are not counted as a vote cast either FOR or AGAINST a director nominee. Under our Certificate of Incorporation,

---

•

Proposal Two:    The affirmative vote of a majority of the shares present, in person or by proxy, and entitled to vote is required to approve the ratification of the appointment of PricewaterhouseCoopers LLP as Grace's independent registered public accounting firm for fiscal year 2016. This means that abstentions will have the same effect as votes against the proposal. We do not expect broker non-votes (described above) on Proposal Two since we believe this is a "routine" matter.

•

Proposal Three:    The affirmative vote of a majority of the shares present, in person or by proxy, and entitled to vote is required to approve the advisory vote on the compensation of our named executive officers. This means that abstentions will have the same effect as votes against the proposal. Broker non-votes will have no effect on the outcome of the vote. Because your vote is advisory, it will not be binding on our Board or Grace. However, our Board will review the voting results and take them into consideration when making future decisions regarding executive compensation.

---

•	If shares you own are registered in your name, bring your proof of ownership of Grace common stock;

•	If you hold shares through a broker, bank, financial institution or other nominee or intermediary that serves as stockholder of record, bring proof of your beneficial ownership of the shares through such nominee or intermediary as of March 8, 2016, the record date for the Annual Meeting;

•	Bring a form of photo identification; and

•	Do not bring cameras, recording devices or other electronic devices as they will not be permitted at the Annual Meeting.

Question 26:	How do I recommend someone to be considered for nomination by the Board of Directors as a director?

---

Question 27:	When are stockholder proposals to be included in the Grace proxy materials for the 2017 Annual Meeting of Stockholders pursuant to Rule 14a-8 due to Grace?

Question 28:	What are the requirements for proposing business for the 2017 Annual Meeting of Stockholders, including stockholder nominations for director candidates, that is not submitted for inclusion in the Grace proxy materials?

---

Question 30:	How can I obtain Grace corporate governance materials if I do not have access to the Internet?

•	contacting Grace Shareholder Services at 410-531-4167; or

•	writing to:

Question 31:	What is the process for reporting possible violations of the Grace Business Ethics and Conflicts of Interest policies?

•	visiting our website at http://investor.grace.com/investor-relations-contacts;

•	contacting Grace Shareholder Services at 410-531-4167; or

•	writing to:

Question 33:	If more than one stockholder lives in my household, how can I obtain an extra copy of this Proxy Statement?

---

---

---

---

---

---

•	none of these directors, nor any member of their immediate families, is, or at any time during the last three years was, a Grace executive officer or employee;

•	none of these directors, nor any member of their immediate families, is an executive officer of any other entity with whom we do any material amount of business;

•	none of these directors, nor any member of their immediate families has, during the last three years, received more than $50,000 in direct compensation from Grace (other than director and committee fees); and

•	none of these directors serve, or within the last three years served, as an executive officer, director, trustee or fiduciary of any charitable organization to which we made any material charitable donation.

---

ü	Committee Member and Independent Director

*	Committee Member, Independent Director and Committee Chair

‡	Lead Independent Director

---

•	the integrity of Grace’s financial statements;

•	Grace’s compliance with legal and regulatory requirements;

•	the qualifications and independence of the independent auditors;

•	the performance of Grace’s internal audit function and independent auditors; and

•	the preparation of the internal control report and an audit committee report as required by the SEC.

•	sets criteria for the selection of directors, identifies individuals qualified to become directors and recommends to our Board the director nominees for the annual meeting of stockholders;

•	develops and recommends to our Board appropriate corporate governance principles applicable to Grace; and

•	oversees the evaluation of our Board and management.

---

•	approves all compensation actions with respect to Grace’s directors, executive officers, and certain other members of senior management;

•	evaluates and approves the Grace annual and long-term incentive compensation plans (including equity-based plans), and oversees the general compensation structure, policies, and programs of Grace;

•	oversees the development of succession plans for the Chief Executive Officer and the other executive officers; and

•	produces an annual report on executive officer compensation as required by applicable law.

---

•	the development, implementation and continuous improvement of procedures, programs, policies and practices relating to Grace’s responsibilities as a global corporate citizen;

•	the adherence to those procedures, programs, policies and practices at all levels of Grace; and

•	the maintenance of open communications to ensure that issues are brought to the attention of, and considered by, all appropriate parties.

---

---

(a)

Amount consists of cash portion of annual retainer in the amount of $80,000 and additional payments to: Mr. Quinn for serving as Chair of the Compensation Committee in the amount of $10,000; Mr. Tomkins for serving as Chair of the Audit Committee in the amount of $15,000; and Mr. Steffen for serving as Chair of the Nominating and Governance Committee ($10,000) and Lead Independent Director ($20,000) in the amount of $30,000.

(b)	Reflects the aggregate grant date fair value of the equity portion of the annual retainer of 1,042 shares of Grace common stock calculated in accordance with FASB ASC Topic 718.

(c)	Grace paid an aggregate of $27 in premiums for business travel accident insurance coverage for all directors during 2015.

(d)	Mr. Cambre, Dr. Fox and Ms. Henry resigned from the Board of Directors and all committees effective February 3, 2016.

(e)	Consists of charitable contributions paid during 2015 to academic institutions at the request of the director pursuant to the Grace Foundation's Matching Grants Program.

---

---

•	as of the date of the most recent Schedule 13G (or amendment thereto) filed by such person with the SEC, by each person that is the beneficial owner of more than 5% of the outstanding shares of Grace common stock as reflected in such Schedule 13G (or amendment thereto);

•	as of January 31, 2016, by each current (as of the date of this proxy statement) director;

•	as of January 31, 2016, by each of the executive officers named in the Summary Compensation Table set forth in "Executive Compensation—Compensation Tables"; and

•	as of January 31, 2016, by all current (as of the date of this proxy statement) directors and all current (as of the date of this proxy statement) executive officers as a group.

---

(O)	Pursuant to SEC rules, shares of Grace common stock to be issued upon the exercise of stock options that are exercisable and shares of Grace common stock with respect to which investment or voting power will vest within 60 days after January 31, 2016 are deemed to be beneficially owned as of such date.

(T)	Shares owned by trusts and other entities as to which the person has the power to direct voting and/or investment.

(1)	The address of each of our directors and executive officers is c/o Corporate Secretary, W. R. Grace & Co., 7500 Grace Drive, Columbia, Maryland 21044. Except as otherwise indicated, to our knowledge, each individual, along with his or her spouse, has sole voting and investment power over the shares. Mr. Ronald C. Cambre, Dr. Marye

---

(2)	Based on 70,538,445 shares of Grace common stock outstanding on January 31, 2016.

(3)

Iridian Asset Management LLC ("Iridian") is majority owned by Arovid Associates LLC. Arovid is owned and controlled by the following: 12.5% by Mr. Cohen, 12.5% by Mr. Levy, 37.5% by LLMD LLC and 37.5% by ALHERO LLC. LLMD LLC is owned 1% by Mr. Cohen and 99% by a family trust controlled by Mr. Cohen. ALHERO LLC is owned 1% by Mr. Levy and 99% by a family trust controlled by Mr. Levy. Iridian has shared voting and investment power with respect to 7,473,571 shares held in accounts for which it serves as the investment adviser. Messrs. Cohen and Levy may be deemed to possess beneficial ownership of the shares of Grace common stock beneficially owned by Iridian by virtue of their indirect controlling ownership of Iridian and having the shared voting and investment power over shares of Grace common stock owned by Iridian as joint Chief Investment Officers of Iridian. Messrs. Cohen and Levy disclaim beneficial ownership of such shares. The ownership information set forth is based in its entirety on material contained in a Schedule 13G/A filed with the SEC by Iridian, David L. Cohen and Harold J. Levy on January 26, 2016.

(4)

The Vanguard Group, Inc. ("VGI") has sole and shared voting power over 52,569 and 4,100 shares, respectively, and sole and shared investment power over 4,837,253 and 52,269 shares, respectively. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of VGI, is the beneficial owner of 48,169 shares as a result of serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of VGI, is the beneficial owner of 8,500 shares as a result of its serving as investment manager of Australian investment offerings. The ownership information set forth is based in its entirety on material contained in a Schedule 13G/A filed with the SEC by VGI on February 12, 2016.

(5)	Amount consists of 374 restricted shares that, as of January 31, 2016, Mr. Quinn has the right to require Grace to issue pursuant to the terms of the Restricted Stock Award Agreement, dated February 27, 2014, between Grace and Mr. Quinn. Upon such issuance, Mr. Quinn will have sole voting rights with respect to such shares.

(6)	Mr. Poling resigned as President and Chief Operating Officer of Grace effective February 3, 2016.

---

(1)

The 2011 Stock Incentive Plan and the Amended and Restated 2011 Stock Incentive Plan were approved on behalf of Grace stockholders by the Official Committee of Equity Security Holders in the Grace Chapter 11 case and by the U.S. Bankruptcy Court for the District of Delaware on April 8, 2011 and April 16, 2013, respectively. The 2014 Stock Incentive Plan was approved on behalf of Grace stockholders by the Official Committee of Equity Security Holders in the Grace Chapter 11 case and by the U.S. Bankruptcy Court and U.S. District Court for the District of Delaware as part of our Joint Plan of Reorganization which became effective on February 3, 2014.

(2)

Under the 2011 Plan, there are 999,955 shares of Grace common stock to be issued upon the exercise of outstanding options (the weighted-average exercise price of outstanding options is $45.65). Under the Amended 2011 Plan, there are 333,090 shares of Grace common stock to be issued upon the exercise of outstanding options (the weighted-average exercise price of outstanding options is $76.70) and 106,976 shares to be issued upon completion of the performance period for stock-settled performance-based unit awards (PBUs) (assuming the maximum number of shares are earned in respect of outstanding PBUs). Under the 2014 Plan, there are 984,712 shares of Grace common stock to be issued upon the exercise of outstanding options (the weighted-average exercise price of outstanding options is $94.84), 117,164 shares to be issued upon completion of the performance period for stock-settled PBUs (assuming the maximum number of shares are earned in respect of outstanding PBUs) and 132,276 shares to be issued upon completion of the vesting period for stock-settled restricted stock unit awards (RSUs).

(3)	The calculation of weighted-average exercise price does not take outstanding PBUs and RSUs into account.

(4)	Amount represents the number of shares of Grace common stock available for issuance pursuant to stock options, restricted stock, PBUs and other awards that could be granted in the future under the 2014 Plan.

•	Grace is a participant;

•	the amount involved exceeds $120,000; and

•	any related person, such as a Grace executive officer, director, director nominee, 5%

---

•	the disinterested members of the Audit Committee, if the disinterested members of the Audit Committee constitute a majority of the members of the Audit Committee; or

•	the disinterested members of our Board.

---

---

*	For 2015, amounts are current estimates in respect of services received for which final invoices have not been submitted.

---

---

---

•	Adjusted EBIT was $618.5 million, up 8% on a constant currency basis;

•	Adjusted Earnings Per Share was $4.78 compared with $4.43 in the prior year, up 8%;

•	Adjusted Free Cash Flow was $437.4 million;

•	Adjusted EBIT Return On Invested Capital was 32.3% compared with 31.2% for the prior year;

•	Repurchased $2,796,596 million of Grace common stock under a $500 million share repurchase program commenced in early 2015.

---

•	Adjusted Earnings Before Interest and Taxes (Adjusted EBIT) (weighted 50%) —This metric has been a primary performance measure for the AICP over the past several years and is calculated as described in the Annual Report in Item 7 (Management's Discussion and Analysis of Financial Condition and Results of Operations) in the Financial Supplement.

•

Adjusted Free Cash Flow (weighted 50%) — This metric has been a performance measure for the AICP over the past few years and is calculated as net cash provided by or used for operating activities minus capital expenditures plus cash flows related to Chapter 11 and asbestos, cash paid for restructuring and repositioning, capital expenditures related to repositioning, accelerated payments under defined benefit pension arrangements and expenditures for legacy items.

---

---

---

•	base salary;

•	annual incentive compensation;

•	long-term incentive compensation;

•	employment agreements;

•	severance arrangements;

•	change-in-control agreements; and

•	any special or supplemental benefits not generally available to salaried employees.

---

•	The executive officer’s role and level of responsibility;

•	The need to attract, motivate and retain world-class leadership;

•	The economic and business environment in which Grace operates;

•	The importance of the executive officer to Grace’s objectives and strategy;

•	Legal and governance requirements and standards related to executive compensation, including internal pay equity with other salaried employees; and

•	With respect to executive officers other than the CEO, the CEO’s recommendation of appropriate compensation levels.

---

•	participated in selected committee meetings;

•	recommended companies to be included in the compensation peer group;

•	prepared market compensation data for executives and outside directors;

•	recommended ranges of annual and long-term compensation consistent with our compensation philosophy and objectives;

•	advised on incentive compensation plan design;

•	advised on current market trends and practices;

•	advised on executive and director compensation decisions related to the separation; and

•	reviewed compensation disclosure.

---

(1)	Effective December 1, 2015, Mr. Poling's annual base salary rate increased from $600,000 to $800,000.

(2)	Ms. Brown joined Grace in 2015.

•	the individual's AICP target amount;

•	the funding of the AICP incentive pool based on our performance; and

•	the individual's personal performance.

---

(1)	Reflects Mr. Festa's 2014 blended AICP target. Effective June 1, 2014, Mr. Festa's AICP target increased from 100% to 125% of his base salary.

(2)	Reflects Mr. Poling's 2015 blended AICP target. Effective December 1, 2015, Mr. Poling's AICP target increased from 90% to 100% of his base salary.

(3)	Ms. Brown joined Grace in 2015.

*	Actual amount funded to the Adjusted EBIT Pool is prorated on a straight line basis for performance that falls between the performance targets set forth in the table.

---

*	Actual amount funded to the Cash Pool is prorated on a straight line basis for performance that falls between the performance targets set forth in the table.

---

(a)	Mr. Poling resigned as President and Chief Operating Officer of Grace effective February 3, 2016. The amount for Mr. Poling is the amount accrued by Grace prior to the completion of the separation and such amount will be paid to Mr. Poling by GCP pursuant to the terms of the separation.

---

*	Actual number shares paid out is prorated on a straight line basis for performance that falls between the performance targets set forth in the table.

---

(a)	Other than for Mr. Poling, pursuant to the terms of the separation, the number of shares of Grace common stock issued under each stock-settled 2013 performance based unit (PBU) award was adjusted to preserve the intrinsic value of the award as of the separation date. See "—Treatment of Equity-Based Compensation in the Separation."

(b)	Other than for Mr. Poling, the actual value of the PBU payouts was determined based on the closing price of Grace common stock on the February 25, 2016 payment date of $68.59.

(c)	Mr. Poling resigned as President and Chief Operating Officer of Grace effective February 3, 2016.

(d)	Amount is in shares of GCP common stock. Pursuant to the terms of the separation, Mr. Poling's PBU award payout was converted from shares of Grace common stock to shares of GCP common stock and the number of shares was adjusted to preserve the intrinsic value of the award as of the separation date. See "—Treatment of Equity-Based Compensation in the Separation."

(e)	The actual value of Mr. Poling's PBU payout was determined based on the closing price of GCP common stock on the February 25, 2016 payment date of $17.11.

(f)	Ms. Brown joined Grace in 2015.

---

---

---

---

---

---

(a)

Amounts reflect the aggregate grant date fair value of restricted stock unit awards to each executive officer, performance-based unit awards to Ms. Brown (assuming the target level of performance is achieved) (each, in the “Stock Awards” column) and option awards to each executive officer (in the “Option Awards” column), in each case computed in accordance with FASB ASC Topic 718, “Compensation-Stock Compensation.” In the case of restricted stock units and performance-based unit awards, the amounts shown in the Stock Awards column are based on an estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718 excluding the effect of estimated forfeitures. The values of the performance-based unit awards to Ms. Brown at the grant date if the target and highest levels of performance are achieved would be $148,120 and $296,240, respectively. Grace values options using the Black-Scholes option-pricing model, which was developed for use in estimating the fair value of traded options. The assumptions used to calculate the compensation expense reported for 2015 are described in the Annual Report on Form 10-K for the year ended December 31, 2015, in Item 8 (Financial Statements and Supplementary Data) in the Financial Supplement under Note 15 (Stock Incentive Plans) to the Consolidated Financial Statements, which discussion is incorporated herein by reference.

(b)

The 2015 amount consists of earned payments pursuant to the 2015 Annual Incentive Compensation Plan (AICP). The amount for Mr. Poling is the amount accrued by Grace prior to the completion of the separation and such amount will be paid to Mr. Poling by GCP Applied Technologies Inc. ("GCP") pursuant to the terms of the separation. Mr. Poling resigned as President and Chief Operating Officer of Grace effective February 3, 2016.

(c)

The 2015 amount consists of the aggregate change in the actuarial present value of the individual's accumulated benefit under the Grace Pension Plan and Grace Supplemental Executive Retirement Plan (SERP) from December 31, 2014, to December 31, 2015, assuming retirement at age 62 with benefits payable on a straight life annuity basis, based on assumptions used for financial reporting purposes under generally accepted accounting principles, including a 4.31% discount rate determined as set forth in the Annual Report on Form 10-K for the year ended December 31, 2015, in Item 8 (Financial Statements and Supplementary Data) in the Financial Supplement under Note 8 (Pension Plans and Other Postretirement Benefits Plans) to the Consolidated Financial Statements, which discussion is incorporated herein by reference. Negative amounts are not reflected in the table pursuant to SEC rules. Although these amounts appear as a lump sum, they are generally paid as an annuity. The amount reported is an accounting value and was not realized by the individual in cash during 2015. The amounts include benefits that the individual may not currently be entitled to receive because the executive is not vested in such benefits. No executive officer received preferential or above market earnings on nonqualified deferred compensation.

---

(d)	The 2015 amount consists of the following:

*	Consists of our aggregate incremental cost of providing perquisites and other personal benefits or property if the aggregate amount of personal benefits provided to the individual equaled or exceeded $10,000. For Mr. Festa, amount consists of personal use of Grace-provided aircraft, calculated based on personal-use flight hours as a percentage of total flight hours charged to Grace.

**	Amount includes tax gross up payments in respect of relocation expenses in the amount of $12,037 for Mr. Poling and $37,243 for Ms. Brown.

---

(a)	For Mr. Poling, amount is based on pro rated 2015 base salary rate to reflect his base salary increase effective December 1, 2015. Actual payments pursuant to the 2015 AICP are reflected in the Summary Compensation Table above.

(b)	Pursuant to the terms of the grants, the number of PBUs that are earned, if any, would be determined after the close of the performance period on December 31, 2016 based on performance for fiscal years 2014 to 2016 and would be payable in early 2017, generally subject to continued employment. See "--Treatment of Equity-based Compensation in the Separation."

(c)	RSUs vest on May 7, 2018, generally subject to continued employment. See "--Treatment of Equity-based Compensation in the Separation."

(d)	Options awarded under the 2015 LTIP are exercisable in one-third increments on May 6, 2016, May 5, 2017, and May 7, 2018, generally subject to continued employment. New hire options awarded to Ms. Brown are exercisable in one-half increments on January 6, 2016 and January 6, 2017. See "--Treatment of Equity-based Compensation in the Separation."

(e)	The exercise price was determined based on the average of the high and low trading prices of Grace common stock on the NYSE on the grant date. See "--Treatment of Equity-based Compensation in the Separation."

(f)	The grant date fair value is generally the amount that Grace would expense in its financial statements over the award’s service period, but does not include a reduction for forfeitures.

---

(a)	Market value of restricted stock units that have not been earned is based on the December 31, 2015, closing market price of Grace common stock of $99.59 per share. The restricted stock units will generally be earned or forfeited based on continued employment with Grace through May 7, 2018. See "--Treatment of Equity-based Compensation in the Separation."

(b)

Market value of performance-based units that have not been earned is based on the December 31, 2015 closing market price of Grace common stock of $99.59 per share. Pursuant to the terms of the grants, the performance-based units would be earned or forfeited based on Grace performance from fiscal year 2014 through fiscal year 2016. Performance for fiscal years 2014-2015 was at a level in excess of two-thirds of threshold performance but less than two-thirds of target performance; therefore, the target payout amounts are shown. See "--Treatment of Equity-based Compensation in the Separation."

(c)	Options are exercisable in one-third increments on May 6, 2016, May 5, 2017, and May 7, 2018.

(d)	Options are exercisable in one-third increments on May 8, 2015, May 6, 2016, and May 8, 2017.

(e)	Options are exercisable in one-third increments on May 2, 2014, May 1, 2015, and May 2, 2016.

(f)	Options are exercisable in one-half increments on January 6, 2016 and January 6, 2017.

---

(a)

For purposes of this table, "vesting" of stock-settled 2013 performance based units (PBUs) awards means that the number of shares to be issued was determined based on Grace performance for the three-year period ended on December 31, 2015. Other than for Mr. Poling, pursuant to the terms of the separation, the number of shares of Grace common stock issued under each stock-settled 2013 PBU award was adjusted to preserve the intrinsic value of the award as of the separation date as follows: for Mr. Festa 15,586 shares, for Mr. La Force 3,370 shares, and for Mr. Shelnitz 2,317 shares. See "—Treatment of Equity-Based Compensation in the Separation."

(b)

The value realized on vesting was determined based on the closing price of Grace common stock on December 31, 2015 of $99.59. Other than for Mr. Poling, the value of the PBU share payouts as of the February 25, 2016 payment date, based on the closing price of Grace common stock on that date of $68.59 and the converted PBU share payout amounts, was: for Mr. Festa $1,069,044, for Mr. La Force $231,148, and for Mr. Shelnitz $158,923. See "—Treatment of Equity-Based Compensation in the Separation."

(c)	Mr. Poling resigned as President and Chief Operating Officer of Grace effective February 3, 2016.

(d)	Pursuant to the terms of the separation, the Mr. Poling's PBU share payout was converted to 25,405 shares of GCP common stock to preserve the intrinsic value of the award as of the separation date. See "—Treatment of Equity-Based Compensation in the Separation."

(e)	The value of Mr. Poling's PBU share payout as of the February 25, 2016 payment date, based on the closing price of GCP common stock on that date of $17.11 and his converted PBU share payout amount of 25,405 shares of GCP common stock, was $434,680. See "—Treatment of Equity-Based Compensation in the Separation."

(a)

Amounts comprise the actuarial present value of the individual's accumulated benefit under the Pension Plan and SERP as of December 31, 2015, assuming retirement at age 62 with benefits payable on a straight life annuity basis, based on assumptions used for financial reporting purposes under generally accepted accounting principles, including a 4.31% discount rate determined as set forth in the Annual Report on Form 10-K for the year ended December 31, 2015, in Item 8 (Financial Statements and Supplementary Data) in the

---

---

(a)	Amount represents the change in value of 9,420.8496 shares of Grace common stock held in the plan based on the closing prices of Grace common stock on December 31, 2014, of $95.39 and December 31, 2015, of $99.59. Amounts reflected are not included in the Summary Compensation Table above because the earnings are not “above market.”

(b)	Amount represents the value of 9,420.8496 shares of Grace common stock deferred under the plan based on the closing price of Grace common stock on December 31, 2015, of $99.59.

(a)

Consists: (i) in the case of Mr. Festa, of minimum severance payments pursuant to his employment agreement as described below under “—Termination and Change-in-Control Arrangements—CEO Severance Arrangements;” and (ii) in the case of the other executive officers, minimum severance payments pursuant to severance agreements as described below under “—Termination and Change-in-Control Arrangements—Other Executive Officer Severance Arrangements.” Amount excludes LTIP payments (in amounts set forth below in footnote (c)) and/or AICP payments that executive officers may receive in the discretion of the Grace Compensation Committee as described below under “—Termination and Change-in-Control Arrangements.”

(b)	Upon change-in-control, stock options immediately become fully vested and exercisable. Amount shown represents the in-the-money value of unvested stock options as of December 31, 2015. See "--Treatment of Equity-based Compensation in the Separation."

(c)

Includes the value of shares issued under the 2013-2015 Performance-based Units (PBUs) (as included in the "Option Exercises and Stock Vested in 2015" table) and the value of shares to be issued under the 2014-2016 Performance-based Units (PBUs) calculated as described below under “—Long Term Incentive Plan (Amended and Restated 2011 and 2014 Stock Incentive Plans—Performance-Based Unit (PBU) and Restricted Stock Unit (RSU) Awards)” under the assumption that the 2014 PBUs pay out at the target amount. See "--Treatment of Equity-based Compensation in the Separation."

---

(d)	Includes the value of shares to be issued under the 2015-2017 Restricted Stock Units (RSUs) calculated as described below under “-Long Term Incentive Plan (Amended and Restated 2011 and 2014 Stock Incentive Plans—Performance-Based Unit (PBU) and Restricted Stock Unit (RSU) Awards).” See "--Treatment of Equity-based Compensation in the Separation."

(e)

Includes contractual payments pursuant to each executive’s respective Change-in-Control Severance Agreement calculated under the assumption that no excise tax will apply and excludes AICP payments executive officers may receive under certain circumstances in the discretion of the Grace Compensation Committee as described below under “—Termination and Change-in-Control Arrangements—Annual Incentive Compensation Plan” as follows:

(f)

Includes the sum of payments under the Grace Executive Salary Protection Plan (“ESPP”) during the first year following death. Amount excludes AICP payments executive officers may receive under certain circumstances in the discretion of the Grace Compensation Committee as described below under “-Termination and Change-in-Control Arrangements.” During subsequent years after death until the specified termination year (reflecting the executive officer’s age as of December 31, 2015), the sum of payments each year would be as follows:

(g)

Includes sum of payments under the ESPP during the first 12-month period following disability, assuming the executive officer remains disabled for at least 12 consecutive months as reflected in the following table. Amounts reflect the offset of expected payments under Grace’s long-term and short-term disability plans that are based, in part, on the duration of the executive officer’s employment. Amount excludes AICP payments executive officers may receive under certain circumstances in the discretion of the Grace Compensation Committee as described below under “—Termination and Change-in-Control Arrangements—Annual Incentive Compensation Plan.” During subsequent 12-month periods after disability until the specified termination year or earlier death or end of disability, the sum of payments each year would be:

---

*	Due to the offset of expected payments under Grace’s long-term and short-term disability plans, Grace expects that Mr. Poling would not receive any additional payments under the ESPP after the first year of disability.

(h)	In addition, in the event of the involuntary termination by Grace of Ms. Brown's employment, without cause or performance issues, within two years of her relocation to Maryland, Grace will pay all necessary moving expenses, including tax gross-ups, to a location of her choice within the continental United States.

---

•	voluntary termination without the consent of the Grace Compensation Committee;

•	retirement under a Grace retirement plan prior to age 62 without the consent of the Grace Compensation Committee; or

---

•	termination for cause.

•	retirement under a Grace retirement plan either at or after age 62;

•	death or disability; or

•

involuntary termination after a change in control of Grace (“change in control” means that a person beneficially owns 20% or more of the outstanding Grace common stock (but not if such ownership is the result of the sale of Grace common stock by Grace that has been approved by Grace’s Board of Directors or pursuant to a plan of reorganization that is confirmed and effective), the failure of Board-nominated directors to constitute a majority of any class of the Grace Board of Directors, the occurrence of a corporate transaction in which the stockholders of Grace immediately preceding such transaction do not own more than 50% of the combined voting power of the entity resulting from such transaction, or the liquidation or dissolution of Grace).

•	when employment terminates, if employment terminates voluntarily, without the consent of the Grace Compensation Committee, or for cause;

•	three years after employment terminates, if employment terminates due to death or incapacity;

•	three years after employment terminates, if employment terminates due to retirement under a Grace retirement plan, provided the employee continues to serve Grace until the first installment of the stock option becomes exercisable; or

•	three months (subject to extension by the Grace Compensation Committee for up to three years) after employment terminates, if employment terminates for another reason; however, if the holder dies or becomes incapacitated during the three-month period (or such longer period as the Compensation Committee approves) the option shall terminate three years after employment termination.

•	the acquisition of 20% or more of the outstanding common stock of Grace (but not if such acquisition is the result of the sale of Grace common stock by Grace that has been approved by

---

•	the failure of Board-nominated directors to constitute a majority of any class of the Grace Board of Directors;

•	the occurrence of a transaction in which the stockholders of Grace immediately preceding such transaction do not own more than 50% of the combined voting power of the entity resulting from such transaction; or

•	the liquidation or dissolution of Grace.

---

---

---