SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Under the Securities Exchange Act of 1934
SCHEDULE 13G
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
WR Grace & co.
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(Name of Issuer)
Common Stock, $.01 par value per share
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(Title of Class of Securities)
38388F108
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(CUSIP Number)
February 14, 2008
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
Page 1 of 2 Pages
SCHEDULE 13G
CUSIP No. 38388F108 Page 2 of 2 Pages
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1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BRENCOURT ADVISORS, LLC EIN # 13-4137530
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
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3) SEC USE ONLY
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4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5) SOLE VOTING POWER
NUMBER 3,266,100
OF --------------------------------------------------
SHARES 6) SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH --------------------------------------------------
REPORTING 7) SOLE DISPOSITIVE POWER
PERSON
WITH 3,266,100
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8) SHARED DISPOSITIVE POWER
0
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9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,266,100
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10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|_|
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11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.64%
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12) TYPE OF REPORTING PERSON
IA
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Schedule 13G
Item 1(a).
Name of Issuer: W R Grace & Co.
Item 1(b). Address of Issuer's Principal Executive Offices:
7500 GRACE DRIVE
COLUMBIA MD 21044
Item 2(a). Name of Persons Filing:
Brencourt Advisors, LLC
Item 2(b). Address of Principal Business Office or, if None, Residence:
The principal office of Brencourt Advisors, LLC is:
600 Lexington Avenue
8th Floor
New York, NY 10022
Item 2(c). Citizenship:
Brencourt Advisors, LLC is a Delaware limited liability company
Item 2(d). Title of Class of Securities:
Common Stock, $0.01 par value per share
Item 2(e). CUSIP Number:
46072H108
Item 3. If this statement is filed pursuant to ss.ss. 240.13d-1(b), or
240.13d-2(b) or (c), check whether the person filing is a:
(a) |_| Broker or Dealer Registered Under Section 15 of the Act
(15 U.S.C. 78o)
(b) |_| Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c)
(c) |_| Insurance Company as defined in section 3(a)(19) of the
Act (15 U.S.C. 78c)
(d) |_| Investment Company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8)
(e) |X| Investment Adviser in accordance with ss.
240.13d-1(b)(1)(ii)(E)
(f) |_| Employee benefit plan or endowment fund in accordance with
ss. 240.13d-1(b)(1)(ii)(F)
(g) |_| Parent Holding Company or control person in accordance
with ss.240.13d-1(b)(ii)(G)
(h) |_| Savings Association as defined in ss.3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813)
(i) |_| Church plan that is excluded from the definition of an
investment company under ss.3(c)(15) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3)
(j) |_| Group, in accordance with ss.240.13d-1(b)(ii)(J)
Item 4. Ownership.
(a) Amount beneficially owned: 3,266,100
(b) Percent of class: 4.64%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
3,266,100
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
3,266,100
(iv) Shared power to dispose or to direct the disposition of:
0
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(1) Percentages are based on 70,409,225 shares of Common Stock outstanding as of
October 31, 2007 (as set forth on the Issuer's Form 10-Q, filed on November 08,
2007 with the Securities and Exchange Commission).
Item 5. [ ] Ownership of Five Percent or Less of a Class.
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and are held in the
ordinary course of business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having such purpose or effect.
SIGNATURE
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After reasonable inquiry and to the best knowledge and belief of
the undersigned, the undersigned certifies that the information set forth in
this Statement is true, complete and correct.
Dated as of February 14, 2008
Brencourt Advisors, LLC
By: Michael Palmer
Chief Financial Officer
By: /s/ Michael Palmer
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