The undersigned registrant hereby amends the Registration Statement on Form
8-A filed by the registrant with the Securities and Exchange Commission on March 15, 2019 as set forth below:
Item 1. Description of Registrant’s Securities to be Registered
On March 15, 2019, the Board of Directors (the “Board”) of GCP Applied Technologies Inc. (“GCP” or the
“Company”), a Delaware corporation, declared a dividend of one preferred share purchase right (a “Right”) for each outstanding share of common stock, par value $0.01 per share and adopted a stockholder rights plan, as set forth
in the Rights Agreement dated as of March 15, 2019, (the “Original Rights Agreement”), by and between the Company and Equiniti Trust Company, as rights agent (the “Rights Agent”). On March 13, 2020, the Company entered
into the First Amendment to Rights Agreement (the “First Amendment” and together with the Original Rights Agreement, the “Rights Agreement”), by and between the Company and the Rights Agent.
On December 5, 2021, in connection with the execution of the Agreement and Plan of Merger (the “Merger Agreement”), by and
among the Company, Cyclades Parent, Inc., a Delaware corporation (“Parent”), Cylades Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and, solely for purposes of Section 8.13 of
the Merger Agreement, Compagnie de Saint-Gobain S.A., a société anonyme organized under the laws of France (“Guarantor”), the Company entered into the Second Amendment to Rights Agreement (the “Second
Amendment” and together with the Rights Agreement, the “Amended Rights Agreement”), by and between the Company and the Rights Agent, which amends the Rights Agreement.
The Second Amendment, which was approved by the Board, renders the Amended Rights Agreement inapplicable to the Merger Agreement, the
execution thereof, and the performance or consummation of the transactions contemplated thereby, including the Merger (as defined in the Merger Agreement). In particular, the Second Amendment provides that none of Guarantor, Parent or Merger Sub, or
any of their respective Affiliates or Associates (as such terms are defined in the Rights Agreement), either individually or collectively, shall be deemed to be an Acquiring Person (as defined in the Amended Rights Agreement) as a result of
(i) the approval, adoption, execution, delivery and, if applicable, any amendment, of the Merger Agreement or the Voting Agreements (as defined in the Merger Agreement), (ii) the acquisition or the right to acquire beneficial ownership of the
common stock of the Company as a result of execution of the Merger Agreement, (iii) the execution and entry of the Voting Agreements by the parties thereto, (iv) the exercise by Parent of its rights under the Merger Agreement and the
Voting Agreements, or (v) the public announcement and consummation of the Merger or the other transactions contemplated by the Merger Agreement or the Voting Agreements. Further, the Second Amendment provides that none of the execution,
delivery or performance of the Merger Agreement or the Voting Agreements, or the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement or the Voting Agreements, will result in a Shares Acquisition
Date (as defined in the Rights Agreement) or Distribution Date (as defined in the Rights Agreement) or permit any Rights to be exercised or exchanged pursuant to the Rights Agreement.