(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:

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1.	The election of three directors for a term expiring in 2020;

2.	The ratification of the appointment of PricewaterhouseCoopers LLP as Grace’s independent registered public accounting firm for 2017;

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 and any postponement or adjournment thereof.

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

•	by authorizing a proxy by completing and returning your proxy card so that it is received by our transfer agent before the close of business on May 8, 2017; or

•	by written ballot in person at the Annual Meeting.

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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?

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

•	2016 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 three 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 2017; 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?

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•	entering a new vote by Internet or telephone at or before 11:59 p.m., Eastern Time, on May 8, 2017;

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•	returning a later-dated proxy card by mail that is received by our transfer agent before the close of business on May 8, 2017;

•	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?

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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

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•

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 2017. 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.

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•	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 the close of business on March 13, 2017, 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?

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Question 27:	When are stockholder proposals to be included in the Grace proxy materials for the 2018 Annual Meeting of Stockholders pursuant to Rule 14a-8 due to Grace?

Question 28:	What are the requirements for proposing business for the 2018 Annual Meeting of Stockholders, including stockholder nominations for director candidates, that is not submitted for inclusion in the Grace proxy materials?

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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?

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•	none of these directors, nor any member of their immediate families, is, or at any time during the last five 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 five years, received any direct compensation from Grace (other than director and committee fees); and

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

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ü	Committee Member and Independent Director

*	Committee Member, Independent Director and Committee Chair

‡	Lead Independent Director

**	Elected to the Board on November 2, 2016

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•	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.

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•	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 (during 2016, the committee formalized a CEO emergency succession plan designed to address an unexpected departure of the CEO); and

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

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•	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.

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(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 1,307 shares of Grace common stock calculated in accordance with FASB ASC Topic 718. The amount in this column for Ms. Henry and the additional amount in this column for Mr. Quinn (above the amount for the other current directors) represents the vesting of grants made in connection with the Company's emergence from bankruptcy.

(c)

Consists of charitable contributions paid during 2016 to academic institutions at the request of the director pursuant to the W. R. Grace Foundation Inc.'s Matching Grants to Education Program. The program's purpose is to assist the primary educational objectives of approved institutions of higher education in the United States and Canada. The foundation will match, dollar for dollar, personal gifts made by employees and directors to qualified colleges, universities and secondary schools up to a maximum of $3,000 per year.

(d)	Mr. Cambre and Ms. Henry resigned from the Board of Directors and all committees effective February 3, 2016. Dr. Fox also resigned from the Board of Directors and all committees at that time, but did not have any compensation paid in connection with her services to Grace during 2016.

(e)	Elected to the Board on November 2, 2016.

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•	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 February 28, 2017, by each current director;

•	as of February 28, 2017, by each of the executive officers named in the Summary Compensation Table set forth in "Executive Compensation—Compensation Tables"; and

•	as of February 28, 2017, by all current directors and all current executive officers as a group.

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(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

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(2)	Based on 68,263,003 shares of Grace common stock outstanding on February 28, 2017.

(3)

According to a Schedule 13G/A filed with the SEC on February 2, 2017 (the "Iridian Schedule 13G/A") by Iridian Asset Management LLC ("Iridian"), David L. Cohen, and Harold J. Levy, Iridian possesses, and Messrs. Cohen and Levy may be deemed to possess, beneficial ownership of 5,085,601 shares of Grace common stock, by means of shared voting power and shared investment power. Messrs. Cohen and Levy disclaim beneficial ownership of such shares. The ownership information set forth is based in its entirety on material contained in the Iridian Schedule 13G/A.

(4)

The Vanguard Group, Inc. ("VGI") beneficially owns in the aggregate 5,720,747 shares of Grace common stock by means of: sole voting power over 56,382 shares; shared voting power over 12,950 shares; sole investment power over 5,653,515 shares; and shared investment power over 67,232 shares. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of VGI, is the beneficial owner of 37,482 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 48,650 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 10, 2017.

(5)

FMR LLC ("FMR") beneficially owns 5,368,950 shares of Grace common stock by means of: sole voting power over 106,783 shares; and sole investment power over 5,368,950. The ownership information set forth is based in its entirety on material contained in a Schedule 13G filed with the SEC by FMR on February 14, 2017. In addition to FMR, such filing also includes Abigail P. Johnson, a Director, the Chairman and the Chief Executive Officer of FMR as a Reporting Person and states that the filing reflects the securities beneficially owned, or that may be deemed to be beneficially owned, by FMR, certain of its subsidiaries and affiliates, and other companies (collectively, the "FMR Reporters").

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

(7)	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 February 28, 2017 are deemed to be beneficially owned as of such date.

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(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 293,950 shares of Grace common stock to be issued upon the exercise of outstanding options (the weighted-average exercise price of outstanding options is $39.42). Under the Amended 2011 Plan, there are 316,716 shares of Grace common stock to be issued upon the exercise of outstanding options (the weighted-average exercise price of outstanding options is $61.77). Under the 2014 Plan, there are 1,330,119 shares of Grace common stock to be issued upon the exercise of outstanding options (the weighted-average exercise price of outstanding options is $74.09), 161,752 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 164,076 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

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•	any related person, such as a Grace executive officer, director, director nominee, 5% stockholder or any of their respective family members, has a direct or indirect material interest.

•	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.

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*	For 2016, amounts are current estimates in respect of services received for which final invoices have not been submitted. Fees for 2016 are lower primarily due to 2015 fees related to the separation and lower 2016 fees as result of the separation of GCP.

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•	Income from continuing operations attributable to Grace was $107.0 million, down 14% and Adjusted Earnings Before Interest and Taxes (referred to as "Adjusted EBIT") was $400.3 million, up 16%.

•	Net cash flow provided by operating activities was $267.5 million, whereas net cash used for operating activities in 2015 was $189.8 million, and Adjusted Free Cash Flow was $236.0 million, down 8%.

•	Net sales were $1,598.6 million, down 2% and Adjusted Net Sales were $1,598.3 million (a new measure for 2016).

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•	Adjusted EBIT (weighted 50%) — demonstrates our effectiveness at growing the Company profitably through our focus on value selling, manufacturing excellence, and operating cost productivity.

•	Adjusted Free Cash Flow (weighted 25%) — reflects how well we manage our business as a whole; including net sales and profit growth and the investment required to support that growth.

•	Adjusted Net Sales (weighted 25%) — emphasizes the importance of top-line growth in measuring our market segment performance and confirmation of our ability to earn the confidence and trust of our customers.

•	Individual’s performance-based unit target share amount;

•	Growth in our LTIP Adjusted EPS over the three-year performance period;

•	Total Shareholder Return (or "TSR") for the three-year performance period as compared to a similar figure for the Russell 1000 Index; and

•	Value of Grace common stock on the payout date.

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•	For the AICP, we added Adjusted Net Sales as a performance measure.

•	For the performance-based units under the LTIP, we selected Adjusted EPS as the primary performance measure, subject to adjustment based upon Total Shareholder Return relative to the Russell 1000 Index, providing additional alignment with stockholder interests.

•	In order to diversify our performance measures and limit our reliance on a single measure, we no longer use the Adjusted EBIT performance measure for the LTIP; we retained this measure for the AICP.

•	We added non-competition and non-solicitation provisions to our severance arrangements, and updated our retirement and termination provisions in the 2016 LTIP award agreements.

•	We adopted the Severance Plan for Leadership Team Officers of W. R. Grace & Co.

•	We have updated our peer group to reflect the Company's post-separation industry, size and global scope, revenues, profitability, market capitalization, and market for talent.

•	The committee approved “dividend equivalent” payments for holders of unvested restricted stock units and performance-based units, which are paid to holders following vesting.

•	In connection with our completion of the separation, we adjusted outstanding equity awards to preserve the value of the original Grace award, and adjusted performance conditions in our 2014-2016 performance-based units to reflect actual Grace performance up through December 31, 2015 and target performance through December 31, 2016.

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•	Income from continuing operations attributable to Grace was $107.0 million, down 14% and Adjusted EBIT (an AICP performance metric) was $400.3 million, up 16%.

•	Diluted EPS from continuing operations of $1.52 were down 11% and Adjusted Earnings Per Share (an LTIP performance metric) was $3.10, compared with $2.18 in the prior year, up 42%.

•	Net cash flow provided by operating activities was $267.5 million, whereas net cash used for operating activities in 2015 was $189.8 million, and Adjusted Free Cash Flow (an AICP performance metric) was $236.0 million, down 8%.

•	Net sales were $1,598.6 million, down 2% and Adjusted Net Sales (a new AICP performance metric for 2016) were $1,598.3 million.

•	Initiated a Quarterly Cash Dividend, paying $36.0 million to Grace stockholders during 2016.

•	Repurchased $195.1 million of Grace common stock under its $500 million share repurchase program.

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*

The committee believes that the relative stock prices of GCP and the Company had normalized by the end of 2016. During the period from the market close on February 4, 2016, the first trading date after the separation, to December 31, 2016, Grace’s stock price declined (0.46%) from $67.95 to $67.64 per share, while GCP’s stock price increased 58.28% from $16.90 to $26.75 per share. Therefore, Grace stockholders who held the GCP shares issued to them during the separation participated in this appreciation.

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•	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;

•	internal comparisons of pay and roles within the executive officer group;

•	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.

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•	participation in selected committee meetings;

•	review of our pay-for-performance alignment;

•	conduct of an assessment of potential risk factors associated with the design and administration of the Company's executive compensation program;

•	recommendation of companies to be included in the compensation peer group;

•	preparation of market compensation data for executives and outside directors;

•	review of CEO’s compensation recommendations for the other named executive officers;

•	presentation of the recommendations for the CEO’s compensation to the committee;

•	assessment of the share usage under our long-term incentive plan versus the peer group;

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•	advice on incentive compensation plan design;

•	advice on current market trends and practices;

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

•	review of compensation disclosure.

(1)	Mr. Blaser joined Grace in 2016.

(2)	Mr. La Force received an increase in salary in 2016 in connection with his promotion to his new role as President and Chief Operating Officer.

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•	the individual's AICP target amount;

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

•	the individual's personal performance.

•	For earnings, the committee continued with "Adjusted EBIT."

•	For cash generation, the committee used the "Adjusted Free Cash Flow" measure.

•	For revenue growth, the committee used "Adjusted Net Sales."

(1)	Mr. Blaser joined Grace in 2016.

(2)	Reflects Mr. La Force's 2016 blended AICP target. Effective February 2016, Mr. La Force's AICP target increased from 80% to 85% of his base salary.

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*	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.

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

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•	Performance-Based Units (50%);

•	Restricted Stock Units (25%); and

•	Stock Options (25%).

•	the individual’s performance-based unit target share amount;

•	the growth in our LTIP Adjusted EPS over the three-year performance period;

•	the Total Shareholder Return for the three-year performance period as compared to the Russell 1000; and

•	the value of Grace common stock on the payout date.

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*	Actual amount funded per Adjusted EPS Performance is prorated on a straight line basis for performance that falls between the performance targets set forth in the table. Figures in the table may be rounded.

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•	Provisions restricting competition with Grace or solicitation of Grace customers and employees that apply for two years following cessation of an executive officer's employment with the Company.

•	Provisions providing that for executive officers who leave the Company due to early retirement, all components of the equity awards (performance-based units, restricted stock units, and stock options) vest on a pro-rata basis, based on the number of completed months of service from the grant date through the retirement date.

•

Provisions providing that for executive officers who leave the Company due to regular retirement: (i) stock options will continue to vest if retirement is at least one year after the grant date, or on a pro-rata basis, based on completed months of service, if less than one year after the grant date; (ii) performance-based units will vest pro-rata, based on completed months of service from the beginning of the performance period through retirement; and (iii) restricted stock units will vest pro-rata, based on completed months of service from the grant through retirement.

•	Provisions providing that a mandatory “withhold to cover” process shall apply (to satisfy income tax withholding requirements and any potential securities law issues), with respect to all performance-based units and/or restricted stock units settled in Grace common stock.

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•

All equity awards granted to our named executive officers prior to January 1, 2015 were split, or “bifurcated,” into awards in both Grace and GCP. This treatment is similar to the treatment of shares of Grace common stock held by public investors. The committee believes that due to the effort needed to complete the separation, a significant investment in both entities by the Grace management team helped to support a successful separation.

•

All equity awards granted to our named executive officers after January 1, 2015 were “concentrated” in additional Grace awards. In other words, existing Grace awards were modified to reflect the smaller size (and corresponding lower stock price) of Grace following the separation. With respect to these recent awards, the committee believes that concentration in additional Grace awards serves to ensure a close link between the success of Grace management, the success of Grace and further returns to Grace stockholders.

•

The price adjustment ratios for all awards, and the stock adjustment ratio for awards granted after January 1, 2015, were approximately 1.2419 for Grace awards and 4.9935 for GCP awards. They were calculated by dividing the $84.39 pre-separation price of Grace common stock by the post-separation price of Grace common stock of $67.95, and the post-separation price of GCP common stock of $16.90, respectively.

•	The stock adjustment ratio for all stock awards granted prior to January 1, 2015 was approximately 0.9946. This was calculated by dividing the pre-separation Grace value of $84.39 by the sum of the post-separation Grace and GCP values ($67.95 + $16.90, or $84.85).

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•	actual performance for the portion of the performance period commencing on January 1, 2014 and ending on December 31, 2015, and

•	target performance for the portion of the performance period commencing on January 1, 2016, and ending on December 31, 2016.

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*	The actual number of shares earned is prorated on a straight line basis for performance that falls between the performance targets set forth in the table.

*	Actual number of RSUs issued is prorated on a straight line basis for performance that falls between the performance targets set forth in the table. As discussed below, the 2014 Grace PBUs were converted into restricted stock units.

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*	See the table above under “—Adjusted 2014 Grace PBU Performance Objectives (Partial Two-year Performance Period)” for the calculation of this percentage.

*	See “—The Separation and Resulting Adjustments” above for the calculation of this adjustment ratio.

**	See the table above under “—Adjusted 2014 Grace PBU Performance Objectives (Partial Two-year Performance Period)” for the calculation of this percentage.

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(a)

In the “Stock Awards” column, the amounts reflect the aggregate grant date fair value of: (i) restricted stock unit awards; and (ii) performance-based unit awards, to each executive officer, computed in accordance with FASB ASC Topic 718, “Compensation-Stock Compensation.” In the “Option Awards” column, the amounts reflect the aggregate grant date fair value of option awards to each executive officer computed in accordance with FASB ASC Topic 718.

(b)

The amounts in this column include the incremental fair value with respect to the modification of Grace performance-based units granted in respect of the 2014-2016 performance period. For a discussion of such modification, see "Treatment of Equity-Based Compensation in the Separation - Grace Performance-Based Units granted prior to January 1, 2015 (Bifurcation and Scoring)" in the Compensation Discussion and Analysis, above. The amounts included in respect of such modification are: Mr. Festa — $125,437; Mr. La Force — $24,375; Mr. Shelnitz — $16,227; and Ms. Brown — $10,955.

(c)	The 2016 amount consists of earned payments pursuant to the 2016 Annual Incentive Compensation Plan (AICP).

(d)

The 2016 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, 2015 to December 31, 2016, 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 4.06% discount rate determined as set forth in the Company's

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*

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 a physical examination, and personal use of Grace-provided aircraft in the amount of $17,273, calculated based on personal-use flight hours as a percentage of total flight hours charged to Grace.

**	Amount includes relocation expenses (including tax gross up) in the amount of $52,271 for Mr. Blaser, and $23,441 in relocation expenses for Ms. Brown.

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(a)	Actual payments pursuant to the 2016 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 based on performance for fiscal years 2016 to 2018 and would be payable in early 2019, generally subject to continued employment.

(c)	2016 LTIP RSUs vest in one-third increments on February 24, 2017, February 23, 2018 and February 25, 2019, generally subject to continued employment. The new-hire grant of RSUs to Mr. Blaser vests on February 11, 2019. For a discussion of the 2014 LTIP PBU modification, see the Summary Compensation Table above.

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(d)	Options awarded under the 2016 LTIP are exercisable in one-third increments on February 24, 2017, February 23, 2018, and February 25, 2019, generally subject to continued employment. New hire options awarded to Mr. Blaser are exercisable in one-third increments on February 11, 2017, February 11, 2018 and February 11, 2019.

(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 "Compensation Discussion and Analysis—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 30, 2016, closing market price of Grace common stock of $67.64 per share. The restricted stock units will generally be earned or forfeited based on continued employment with

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(b)	Market value of restricted stock units that have not been earned is based on the December 30, 2016, closing market price of Grace common stock of $67.64 per share. The restricted stock units will generally be earned or forfeited based on continued employment with Grace through May 7, 2018. See "Compensation Discussion and Analysis—Treatment of Equity-based Compensation in the Separation."

(c)

Market value of restricted stock units that have not been earned is based on the December 30, 2016, closing market price of Grace common stock of $67.64 per share. The restricted stock units will generally be earned or forfeited in one-third increments based on continued employment with Grace through the respective payout dates, which are expected to be on or after February 24, 2017, February 23, 2018, and February 25, 2019.

(d)

Market value of performance-based units that have not been earned is based on the December 30, 2016 closing market price of Grace common stock of $67.64 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 2016 through fiscal year 2018. Performance for fiscal year 2016 was at a level in excess of one-third of the performance threshold; therefore, the target amounts are shown.

(e)	Options are exercisable in one-third increments on February 24, 2017, February 23, 2018 and February 25, 2019.

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

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

(h)	Market value of restricted stock units that have not been earned is based on the December 31, 2016, closing market price of Grace common stock of $67.64 per share. The restricted stock units will generally be earned or forfeited based on continued employment with Grace through February 11, 2019.

(i)	Options are exercisable in one-third increments on February 11, 2017, February 11, 2018 and February 11, 2019.

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

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(a)

Amounts comprise the actuarial present value of the individual's accumulated benefit under the Pension Plan and SERP as of December 31, 2016, 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 4.06% discount rate determined as set forth in the Company's Annual Report on Form 10-K for the year ended December 31, 2016, 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. The Pension Plan and SERP provide for a reduction in pension benefits to individuals who elect early retirement ranging from a 17% reduction for retirement at age 55 to no reduction for retirement at age 62. 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 2016. The amounts include benefits that the individual may not currently be entitled to receive because the individual is not vested in such benefits.

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(a)

Amount represents the change in value of shares of Grace common stock held in the plan (from December 31, 2015 to December 31, 2016). The total number of shares of Grace common stock held in the plan as of December 31, 2016 was 11,782.5947 (which includes the number of shares on December 31, 2015, as adjusted for the separation and additional shares purchased with dividends paid on those shares during 2016).

(b)	Amount represents the value of 11,782.5947 shares of Grace common stock deferred under the plan based on the closing price of Grace common stock on December 31, 2016, of $67.64.

(a)	Consists of minimum severance payments pursuant to the Severance Plan for Leadership Team Officers of W. R. Grace & Co. 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, 2016.

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(c)

Includes the value of a pro-rated number of shares to be issued under the 2016-2018 Performance-based Units (PBUs) calculated as described below under the 2014 Long Term Incentive Plan under the assumption that the 2016-2018 PBUs pay out at the target amount. See 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).”

(d)	Includes the value of a prorated number of RSUs under the 2014 Long Term Incentive Plan. See 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).”

(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, 2016), the sum of payments each year would be as follows:

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(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:

(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.

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•	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 (except that for awards made after January 1, 2016, for those who leave Grace due to early retirement, with early retirement being defined as retirement with a minimum age of 55 and combined age and years of service of at least 60, PBU and RSU

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•	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).

•

In the discretion of the Grace Compensation Committee, an employee whose employment terminates for a reason that is not described above (i.e. involuntary termination not for cause or transfer to the buyer of a Grace business unit) prior to the payout date may receive a PBU or RSU award payment. If an employee whose employment terminates prior to the end of a PBU or RSU performance period receives a PBU or RSU award payment for that performance period, the amount of the PBU or RSU award payment will generally be prorated for the period of the employee’s service during the performance period and paid at the time the award is paid to active Grace employees. The description of the Amended and Restated 2011 and 2014 Stock Incentive Plans and the PBU Awards and RSU Awards in this Proxy Statement does not purport to be complete and is qualified in its entirety by reference to the text of the Amended and Restated 2011 and 2014 Stock Incentive Plans, the Form of Performance-based Unit Grant Agreement and the Form of Restricted Stock Unit Grant Agreement, which are filed with the SEC.

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

•	for awards made after January 1, 2016, for those who leave Grace due to retirement, being defined as retirement with a minimum age of 55 and combined age and years of service of at least 60, Stock Option awards will vest on a pro-rata basis, based on the number of completed months of service from the grant date through the retirement date; and

•	A participant who voluntarily leaves the company may exercise vested 2016 stock option awards any time within 45 days following the last day of employment (rather than the previous requirement to exercise by the last day of employment).

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

•	for awards made prior to January 1, 2016, three years after employment terminates, if employment terminates due to retirement with a minimum age of 55 and at least one year of service 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 Grace’s Board of Directors);

•	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.

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