UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549


FORM 10-K/A


(Amendment No. 1) ýANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2018ORoTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934Commission File Number 1-137533
 GCP Applied Technologies Inc. Delaware(State of Incorporation)47-3936076(I.R.S. Employer Identification No.)
 62 Whittemore Avenue, Cambridge, Massachusetts 02140-1623


(617) 876-1400


(Address and phone number of principal executive offices) Securities registered pursuant to Section 12(b) of the Act:Title of each className of each exchange on which registeredCommon Stock, $.01 par valueNew York Stock Exchange, Inc.


Securities registered pursuant to Section 12(g) of the Act:


None


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý No o


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No ý


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o


Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No o


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulations S-K (§229.405 of this chapter) is not contained herein and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated filerýAccelerated fileroNon-accelerated fileroSmaller reporting companyoEmerging growth companyo


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No ý


The aggregate market value of GCP Applied Technologies' voting and non-voting common equity held by non-affiliates as of June 29, 2018 (the last business day of the registrant's most recently completed second fiscal quarter) based on the closing sale price of $28.95 as reported on the New York Stock Exchange was $1,645,429,963.


At February 20, 2019, there were 72,330,420 shares of GCP Applied Technologies Common Stock, $.01 par value, outstanding.


DOCUMENTS INCORPORATED BY REFERENCE


Portions of the definitive proxy statement for our 2019 Annual Meeting of Stockholders are incorporated by reference in Part III of this Form 10-K.











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Table of Contents





EXPLANATORY NOTE


The sole purpose of this Amendment No. 1 on Form 10K/A (this “Amendment”) to the annual report on Form 10-K of GCP Applied Technologies Inc. for the fiscal year ending December 31, 2018 that was filed with the Securities and Exchange Commission on February 27, 2019 (the “Original Filing”) is to update the exhibit list and include as an exhibit the Company’s Amended and Restated Certificate of Incorporation, which was inadvertently omitted from the exhibits filed with the Original Filing.  Other than correcting the exhibit list, this Amendment does not alter or amend or otherwise update any other information in the Original Filing.


In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment also includes as exhibits the new certifications required by Section 302 of the Sarbanes-Oxley Act of 2002. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted.











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ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES


(a) Financial Statements and Schedules.


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|----------- | ----------------------------------------------------------------------------------------------
|(1) and (2) | The required information is set forth in Item 8—"Financial Statements and Supplementary Data."

(3)        Exhibit Index:


Incorporated by ReferenceExhibit No.Exhibit DescriptionFormExhibitFiling Date2.1Separation and Distribution Agreement, dated as of January 27, 2016, by and among W.R. Grace & CO., W.R. Grace & Co. - Conn., and GCP Applied Technologies Inc.8-K2.11/28/162.2Amended and Restated Stock and Asset Purchase Agreement dated as of June 30, 2017, between GCP Applied Technologies Inc. and Henkel AG & Co. KGaA.8-K2.17/3/173.1Amended and Restated Certificate of Incorporation of GCP Applied Technologies Inc., dated February 3, 2016.8-K3.12/4/163.2Certificate of Amendment of the Amended and Restated Certificate of Incorporation of GCP Applied Technologies Inc. dated May 3, 20188-K3.15/3/183.3Amended and Restated Bylaws of GCP Applied Technologies Inc. effective as of May 3, 2018.8-K3.25/3/184.1Indenture, dated as of April 10, 2018, among GCP Applied Technologies Inc., the guarantors party thereto and Wilmington Trust, National Association, as trustee.8-K4.14/10/184.2Form of 5.500% Note due 2026 (included as Exhibit A to Exhibit 4.1).8-K4.24/10/1810.1Tax Sharing Agreement, dated January 27, 2016, by and among W.R. Grace & Co., W.R. Grace & Co. - Conn. and GCP Applied Technologies Inc.8-K10.11/28/1610.2Employee Matters Agreement, dated January 27, 2016, by and among W.R. Grace & Co., W.R. Grace & Co. - Conn. and GCP Applied Technologies Inc.8-K10.21/28/1610.3Transition Services Agreement, dated January 27, 2016, by and between W.R. Grace & Co. - Conn. and GCP Applied Technologies Inc.8-K10.31/28/1610.4Cross-License Agreement, dated January 27, 2016, by and among GCP Applied Technologies Inc., W.R. Grace & Co. - Conn. and Grace GmbH & Co. KG.8-K10.41/28/1610.5Grace Transitional License Agreement, dated January 27, 2016, by and between W.R. Grace & Co. - Conn. and GCP Applied Technologies Inc.8-K10.51/28/1610.6Credit Agreement, dated February 3, 2016, by and among GCP Applied Technologies, Grace Construction Products Limited, Grace NV, the lenders party thereto from time to time and Deutsche Bank AG New York Branch, as the administrative agent.8-K10.12/4/1610.7First Amendment to Credit Agreement, dated August 25, 2016, by and among GCP Applied Technologies, Grace Construction Products Limited, GCP Applied Technologies NV (Formerly Grace NV), the lenders party thereto from time to time and Deutsche Bank AG New York Branch, as the administrative agent.8-K10.18/25/1610.8Second Amendment to Credit Agreement, dated as of April 10, 2018, by and among GCP Applied Technologies Inc., GCP Applied Technologies (UK) Limited, GCP Applied Technologies N.V., the guarantors party thereto, the lenders party thereto and Deutsche Bank AG New York Branch, as administrative agent.8-K10.14/10/1810.9GCP Applied Technologies Inc. 2016 Stock Incentive Plan.*8-K10.52/4/1610.10Severance Plan for Leadership Team Officers of GCP Applied Technologies Inc.*8-K10.22/4/16





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Incorporated by Reference10.11GCP Applied Technologies Inc. Supplemental Executive Retirement Plan.*10-K10.103/2/1710.12GCP Applied Technologies Inc. Executive Salary Protection Plan.*8-K10.32/4/1610.13Form of GCP Applied Technologies Inc. Change in Control Severance Agreement.*8-K10.42/4/1610.14GCP Applied Technologies Inc. Executive Annual Incentive Compensation Plan.*10-K10.113/30/1610.15Form of 2014 Nonstatutory Stock Option Agreement.*S-84.41/28/1610.16Form of 2015 Nonstatutory Stock Option Agreement.*S-84.51/28/1610.17Form of 2015 Restricted Stock Unit Agreement.*S-84.61/28/1610.18Form of Leadership Grant Nonstatutory Stock Option Agreement.*8-K10.22/11/1610.19Form of Leadership Grant Restricted Stock Unit Agreement.*8-K10.12/11/1610.20Form of GCP Applied Technologies Inc. Restricted Stock Unit Award Agreement.*10-K10.173/30/1610.21Form of GCP Applied Technologies Inc. Stock Option Award Agreement.*10-K10.183/30/1610.22Form of GCP Applied Technologies Inc. Performance-Based Stock Unit Award Agreement.*10-K10.193/30/1610.23Kevin R. Holland Offer Letter dated November 29, 2016*10-K10.233/2/1710.24GCP Applied Technologies Inc. Equity and Incentive Plan as amended and restated on February 28, 2017*8-K10.15/5/1710.25Form of GCP Applied Technologies Inc. Stock Option Award Agreement.*10-Q10.15/9/1710.26Form of GCP Applied Technologies Inc. Restricted Stock Unit Award Agreement.*10-Q10.25/9/1710.27Form of GCP Applied Technologies Inc. Performance-Based Stock Unit Award Agreement.*10-Q10.35/9/1710.28Randall S. Dearth Letter Agreement dated July 11, 2018.*8-K10.17/12/1821List of Subsidiaries of GCP Applied Technologies Inc.10-K212/27/1923Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.10-K232/27/1924Powers of Attorney.10-K242/27/1931.1Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act).10-K31.12/27/1931.2Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act.10-K31.22/27/1931.3Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act).Filed herewith31.4Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act.Filed herewith32Certification of the Chief Executive Officer and the Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.10-K322/27/19101.INSXBRL Instance Document10-K101.INS2/27/19101.SCHXBRL Taxonomy Extension Schema10-K101.SCH2/27/19101.CALXBRL Taxonomy Extension Calculation Linkbase10-K101.CAL2/27/19101.DEFXBRL Taxonomy Extension Definition Linkbase10-K101.DEF2/27/19101.LABXBRL Taxonomy Extension Label Linkbase10-K101.LAB2/27/19101.PREXBRL Taxonomy Extension Presentation Linkbase10-K101.PRE2/27/19





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*   Management contract or compensatory plan.


(b)  See Item 15(a)(3) above.


(c)  See Item 15(a)(1) and (2) above.











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SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.


GCP Applied Technologies Inc.(Registrant)By:/s/ DEAN P. FREEMANDean P. FreemanVice President and Chief Financial Officer(Principal Financial Officer)


Dated: March 7, 2019





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