|
o
|
Rule
13d-1(b)
|
|
x
|
Rule
13d-1(c)
|
|
o
|
Rule
13d-1(d)
|
|
CUSIP
NO.
38388F108
|
13G
|
Page
2 of
11
Pages
|
|
1.
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel
Limited Partnership
|
||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
o
|
||
|
3.
|
SEC
USE ONLY
|
||
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Illinois
limited partnership
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
|
|
6.
|
SHARED
VOTING POWER
4,094,213
shares
|
||
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
||
|
8.
|
SHARED
DISPOSITIVE POWER
See
Row 6 above.
|
||
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Row 6 above.
|
||
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
|
||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately
6.0% as of the date of this filing
|
||
|
12.
|
TYPE
OF REPORTING PERSON
PN;
HC
|
||
|
CUSIP
NO.
38388F108
|
13G
|
Page
3 of
11
Pages
|
|
1.
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel
Investment Group, L.L.C.
|
||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
|
||
|
3.
|
SEC
USE ONLY
|
||
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
limited liability company
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
|
|
6.
|
SHARED
VOTING POWER
4,094,213
shares
|
||
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
||
|
8.
|
SHARED
DISPOSITIVE POWER
See
Row 6 above.
|
||
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Row 6 above.
|
||
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
|
||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately
6.0% as of the date of this filing
|
||
|
12.
|
TYPE
OF REPORTING PERSON
OO;
HC
|
||
|
CUSIP
NO.
38388F108
|
13G
|
Page
4 of
11
Pages
|
|
1.
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kenneth
Griffin
|
||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
o
|
||
|
3.
|
SEC
USE ONLY
|
||
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.
Citizen
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
|
|
6.
|
SHARED
VOTING POWER
4,094,213
shares
|
||
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
||
|
8.
|
SHARED
DISPOSITIVE POWER
See
Row 6 above.
|
||
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Row 6 above.
|
||
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES
o
|
||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately
6.0% as of the date of this filing
|
||
|
12.
|
TYPE
OF REPORTING PERSON
IN;
HC
|
||
|
CUSIP
NO.
38388F108
|
13G
|
Page
5 of
11
Pages
|
|
1.
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel
Equity Fund Ltd.
|
||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
o
|
||
|
3.
|
SEC
USE ONLY
|
||
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands company
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
|
|
6.
|
SHARED
VOTING POWER
4,094,213
shares
|
||
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
||
|
8.
|
SHARED
DISPOSITIVE POWER
See
Row 6 above.
|
||
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Row 6 above.
|
||
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES
o
|
||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately
6.0% as of the date of this filing
|
||
|
12.
|
TYPE
OF REPORTING PERSON
CO
|
||
|
CUSIP
NO.
38388F108
|
13G
|
Page
6 of
11
Pages
|
|
1.
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel
Derivatives Group LLC
|
||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
o
|
||
|
3.
|
SEC
USE ONLY
|
||
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
limited liability company
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
|
|
6.
|
SHARED
VOTING POWER
4,094,213
shares
|
||
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
||
|
8.
|
SHARED
DISPOSITIVE POWER
See
Row 6 above.
|
||
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Row 6 above.
|
||
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES
o
|
||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately
6.0% as of the date of this filing
|
||
|
12.
|
TYPE
OF REPORTING PERSON
OO;
BD
|
||
|
CUSIP
NO.
38388F108
|
13G
|
Page
7 of
11
Pages
|
|
Item
1(a)
|
Name
of Issuer: W.R.
GRACE & CO.
|
|
1(b)
|
Address
of Issuer’s Principal Executive
Offices:
|
|
Item
2(a)
|
Name
of Person Filing1
|
|
Item
2(b)
|
Address
of Principal Business Office
|
|
Item
2(c)
|
Citizenship
|
|
CUSIP
NO.
38388F108
|
13G
|
Page
8 of
11
Pages
|
|
2(d)
|
Title
of Class of Securities:
|
|
2(e)
|
CUSIP
Number: 38388F108
|
|
(a)
|
[__]
|
Broker
or dealer registered under Section 15 of the Exchange
Act;
|
|
(b)
|
[__]
|
Bank
as defined in Section 3(a)(6) of the Exchange
Act;
|
|
(c)
|
[__]
|
Insurance
company as defined in Section 3(a)(19) of the Exchange
Act;
|
|
(d)
|
[__]
|
Investment
company registered under Section 8 of the Investment Company
Act;
|
|
(e)
|
[__]
|
An
investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
|
|
(f)
|
[__]
|
An
employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
|
|
(g)
|
[__]
|
A
parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
|
|
(h)
|
[__]
|
A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act;
|
|
(i)
|
[__]
|
A
church plan that is excluded from the definition of an investment
company
under Section 3(c)(14) of the Investment Company
Act;
|
|
(j)
|
[__]
|
Group,
in accordance with Rule
13d-1(b)(1)(ii)(J).
|
|
Item
4
|
Ownership:
|
|
(a)
|
Amount
beneficially owned:
|
|
(b)
|
Percent
of Class:
|
|
CUSIP
NO.
38388F108
|
13G
|
Page
9 of
11
Pages
|
|
(c)
|
Number
of shares as to which such person
has:
|
|
(i)
|
sole
power to vote or to direct the
vote:
|
|
0
|
|
(ii)
|
shared
power to vote or to direct the
vote:
|
|
(iii)
|
sole
power to dispose or to direct the disposition
of:
|
|
0
|
|
(iv)
|
shared
power to dispose or to direct the disposition
of:
|
|
Item
5
|
Ownership
of Five Percent or Less of a Class:
|
|
Item
6
|
Ownership
of More than Five Percent on Behalf of Another
Person:
|
|
Item
7
|
Identification
and Classification of the Subsidiary which Acquired the Security
Being
Reported on by the Parent Holding
Company:
|
|
Item
8
|
Identification
and Classification of Members of the
Group:
|
|
Item
9
|
Notice
of Dissolution of Group:
|
|
Item
10
|
Certification:
|
|
CUSIP
NO.
38388F108
|
13G
|
Page
10 of
11
Pages
|
|
CUSIP
NO.
38388F108
|
13G
|
Page
11 of
11
Pages
|
|
KENNETH
GRIFFIN
By:
/s/
John C. Nagel
John C. Nagel, attorney-in-fact* CITADEL
LIMITED PARTNERSHIP
By:
Citadel
Investment Group, L.L.C.,
its General Partner By:
/s/
John C. Nagel
John C. Nagel, Director and Associate General Counsel CITADEL
DERIVATIVES GROUP LLC
By:
Citadel
Limited Partnership,
its Managing Member By:
Citadel
Investment Group, L.L.C.,
its General Partner By:
/s/
John C. Nagel
John C. Nagel, Director and Associate General Counsel |
CITADEL
EQUITY FUND LTD.
By:
Citadel
Limited Partnership,
its Portfolio Manager By:
Citadel
Investment Group, L.L.C.,
its General Partner By:
/s/
John C. Nagel
John C. Nagel, Director and Associate General Counsel CITADEL
INVESTMENT GROUP, L.L.C.
By:
/s/
John C. Nagel
John C. Nagel, Director and Associate General Counsel |