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March 13, 2020

VIA EDGAR AND ELECTRONIC MAIL

Perry J. Hindin

Special Counsel

Office of Mergers and Acquisitions

United States Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 3628

100 F Street, N.E.

Washington, D.C. 20549

 Re: GCP Applied Technologies Inc. (“GCP” or the “Company”)

Preliminary Proxy Statement on Schedule 14A (the “Proxy Statement”)

Filed February 28, 2020 by Starboard Value LP et al. (collectively, “Starboard”)

File No. 001-37533

Soliciting Material filed pursuant to Exchange Act Rule 14a-12

Filed March 2, 2020 by Starboard

File No. 001-37533

Dear Mr. Hindin:

We acknowledge receipt
of the comment letter of the Staff (the “Staff”) of the U.S. Securities and Exchange Commission, dated March 5, 2020
(the “Staff Letter”), with regard to the above-referenced matters. We have reviewed the Staff Letter with Starboard
and provide the following responses on its behalf. For ease of reference, the comments in the Staff Letter are reproduced in italicized
form below. Terms that are not otherwise defined have the meanings ascribed to them in the Proxy Statement.

Preliminary Proxy Statement

Cover Letter

 1. We note your statements that Darden’s new board “unlocked tremendous stockholder value through a combination of
accelerated organic revenue growth, improved margins and cash flow generation” and that Marvell’s “revenue growth,
gross margins, and operating margins have all improved substantially.” With a view towards disclosure, please provide support
for such statements.

Starboard acknowledges
the Staff’s comment and offers the Staff the following information on a supplemental basis in support of such statements.

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As illustrated in
the charts above, each of Darden and Marvell experienced a successful turnaround following the reconstitution of the board of directors,
including the appointment of Starboard’s Jeff Smith and Peter Feld, respectively, leading to significant revenue growth,
improved margins and substantial shareholder value creation.

In addition, as
disclosed in the Proxy Statement, since Darden’s board of directors was entirely refreshed in October 2014, its dividend
adjusted share price is up over 200%, excluding the additional appreciation of Four Corners Property Trust Inc. (FCPT), the spin-off
of Darden’s real estate assets and Marvell’s dividend adjusted share price has appreciated approximately 140% since
Starboard’s settlement in April 2016. Starboard has revised the Proxy Statement to include the Dividend Adjusted Stock Price
Performance charts above for each of Darden and Marvell. See the cover letter to the Proxy Statement.

Background to the Solicitation, pages 5-9

 2. We note your disclosures on pages 7 and 8 indicating that, from June 2019 through December 2019, you sought certain changes
in the Company’s management and Board composition. We further note that the information set forth under Item 4 in your Schedule
13D was not amended to reflect these actions, notwithstanding your statement that “no Reporting Person has any present plan
or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D.”
Please advise why you believe the aforementioned disclosures do not constitute material changes such that an amendment to your
Schedule 13D was required to be filed pursuant to Exchange Act Rule 13d-2(a).

Starboard acknowledges
the Staff’s comment and offers the Staff the following explanation on a supplemental basis in support of its belief that
the disclosures on pages 7 and 8 of the Proxy Statement do not constitute material changes such that an amendment to Starboard’s
Schedule 13D was required to be filed pursuant to Exchange Act Rule 13d-2(a).

As disclosed in
Starboard’s Schedule 13D filed with the SEC on June 6, 2019 (the “Schedule 13D”), on March 11, 2019, Starboard
entered into an agreement with the Company (the “Agreement”) regarding the composition of the Board and certain other
matters. Pursuant to the terms of the Agreement, Starboard was subject to certain standstill obligations that prevented Starboard
from formulating, or acting on, any plans or proposals with respect to GCP other than through non-public communications with the
Board and such standstill obligations did not terminate until early January 2020. Following entry into the Agreement, it was understood
that Starboard was privately communicating its views to management and the Board as part of an ongoing private dialogue, rather
than as threats of public action or proposals should the Company not address these requests. As such, Starboard had not, at the
time of these discussions, formulated any specific proposals or plans for how to address the matters that were being discussed
between Starboard and the Company, including with respect to changes to management and/or the Board. The purpose of such private
discussions was to help Starboard determine whether it would need to formulate any future specific plans or proposals following
the termination of its standstill obligations under the Agreement in January 2020. The Agreement was summarized in Item 4 of the
Schedule 13D, including the standstill provisions and a copy of the Agreement was filed as Exhibit 99.1 to the Schedule 13D.

    March 13, 2020

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In addition, Starboard
respectfully advises the Staff that the quoted Item 4 language (“no Reporting Person has any present plan or proposal which
would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D”) from the
Schedule 13D was qualified by the following language: “[e]xcept as set forth above or as would occur upon
or in connection with completion of, or following, any of the actions set forth below, . . .”. The Agreement was
summarized in the paragraphs preceding this quoted Item 4 language and therefore covered Starboard’s standstill restrictions
under the Agreement. With respect to any future actions and specifically, with respect to the quoted “actions set forth below”,
the last paragraph of Item 4 covered the possibility of Starboard engaging in discussions with management and the Board, among
other delineated actions.

Accordingly, Starboard
believes that its private communications with the Company relating to management and/or Board composition change were under the
purview, and consistent with, the actions disclosed in Item 4 of the Schedule 13D, including with respect to Starboard’s
standstill obligations under the Agreement. As such, Starboard does not believe that such private ongoing dialogue with the Company
following the Agreement constituted a material change to the information previously disclosed in the Schedule 13D.

Reasons for the Solicitation, pages 10-20

 3. With a view towards disclosure, please advise us how the “Proxy Peers,” “Direct Peers” and other peer
companies examined in this section were selected as peers of the Company. For example, please advise why the peer group on page
12 is different than the peer group on page 11.

Starboard acknowledges
the Staff’s comment and offers the Staff the following explanation on a supplemental basis regarding its selection of the
peer companies referenced in this section of the Proxy Statement.

The peers identified
by Starboard as “Proxy Peers” and the companies listed in the corresponding footnote as “Proxy Peers” are
the peers disclosed by the Company in its 2019 proxy statement filed with the SEC on March 21, 2019. According to the Company’s
2019 proxy statement, such peer group consists of companies within similarly situated industries as GCP (i.e., building products,
specialty chemicals, and construction materials) and which were of comparable size based on revenue and market capitalization.

With respect to
Starboard’s selection of “Direct Peers”, because the Proxy Peers reflect a broad set of industrials and construction
companies, Starboard believes a more narrowly tailored peer group composed of companies that are more similarly situated to GCP,
particularly as it relates to GCP’s industry subsectors and operating segments, is helpful in providing a more realistic
comparison of GCP’s performance for certain metrics. Specifically, for margin comparison purposes (i.e., SG&A, EBIT),
Starboard identified three companies as GCP’s “Direct Peers” - SIKA, SGO and CSL – all of which are active
in the same industry subsectors as GCP and directly compete with GCP. Each of these Direct Peers directly compete with GCP in the
concrete additives, concrete admixtures, or building waterproofing subsectors, and therefore make a good point of comparison for
GCP’s fundamental business performance. Starboard therefore included only the Direct Peers in the charts on pages 12 and
13 of the Proxy Statement.

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In order to help
clarify Starboard’s selection of these peer groups and address the Staff’s comment, Starboard has revised the updated
Total Shareholder Return chart on page 11 of the Proxy Statement.

 4. We note your disclosures in the footnotes to the various charts in this section that the peers “include” certain
enumerated companies. With a view towards disclosure, please advise us whether the word “include” in this context is
intended to indicate whether there are additional peer companies not explicitly identified in such footnotes. Please also advise
us whether the criteria used to determine each peer group were consistently applied, and if any company was deliberately excluded
from a peer group, briefly indicate the reasoning behind such exclusion.

Starboard acknowledges
the Staff’s comment and respectfully advises the Staff that the word “include” in this context is not intended
to indicate there are additional peer companies not explicitly identified in such footnotes. Starboard has revised the footnotes
in the various charts to replace the word “include” with “are” when referencing the specific peers listed.

Starboard also respectfully
advises the Staff that the criteria used to determine each peer group were consistently applied, such that each time “Proxy
Peers” or “Direct Peers” is used throughout the Proxy Statement, it refers to the same companies identified in
each such peer group. Notwithstanding the foregoing, Starboard further advises the Staff that Proxy Peer CPBX was excluded from
the Proxy Peers’ average returns in the “Dividend Adjusted Share Price Returns” chart because CPBX was purchased
in November of 2019 pursuant to an Agreement and Plan of Merger, which closed on February 3, 2020. Starboard also advises the Staff
that it subsequently realized that Proxy Peer USCR’s share price returns were unintentionally excluded from the Proxy Peers’
average returns for a certain duration covered by the chart due to CapitalIQ not capturing USCR’s transition from Nasdaq
Capital Markets to Nasdaq Global Select. Starboard has therefore revised the chart on page 11 of the Proxy Statement (now titled
 “Total Shareholder Return”) to clarify the exclusion of Proxy Peer CPBX in light of the sale and to include USCR’s
share price returns for the entire time period covered by the chart.

 5. We note the following header on page 10: “The Board has Overseen Tremendous Value Destruction Since GCP’s Spin-Off
from W.R. Grace.” We further note, however, that although the chart on page 11 displays the Company’s dividend adjusted
share price returns as lower than the “2019 Proxy Peers,” the S&P 500 and the “Direct Peers,” such
returns appear to be positive as of February 2020 as compared to the date of the Company’s spin-off from W.R. Grace &
Co. (February 2016) and above the Company’s peers and the S&P 500 during the period from February 2016 to August 2018.
As such, please advise how the chart demonstrates that the Company has suffered “tremendous value destruction” since
its spin-off from W.R. Grace & Co., or revise this statement.

Starboard acknowledges
the Staff’s comment and offers the Staff the following explanation on a supplemental basis.

Although GCP’s
stock price is slightly up on an absolute basis since its spin-off from W.R. Grace, GCP has drastically underperformed its Proxy
Peers, Direct Peers and the overall S&P 500. Specifically, since its spin-off in February 2016 through February 25, 2020, GCP’s
TSR was up 17% versus the S&P 500’s, its Proxy Peers’ and its Direct Peers’ TSRs up 77%, 76% and 101%, respectively.
In addition, during this timeframe, GCP has underperformed the S&P 500 by 60%, its Proxy Peers by 58% and its Direct Peers
by 84%. This significant underperformance relative to GCP’s Proxy Peers, Direct Peers and the overall S&P 500 represents
the destruction of tremendous value relative to GCP’s peer groups and the market.

    March 13, 2020

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Starboard has revised
the Proxy Statement to include the additional support referenced above. See page 11 of the Proxy Statement.

Starboard also respectfully
refers the Staff to GCP’s operational underperformance as detailed in the section of the Proxy Statement that directly follows,
which demonstrates how operational missteps and execution failures under the oversight of the Board have led to significant margin
degradation at GCP. These issues have collectively impacted the Company’s ability to reach its full potential, culminating
in significant underperformance compared to peers and the destruction of significant stockholder value.

 6. We note that the charts on pages 12 and 13 indicate that the revenue, adjusted EBIT margin and adjusted SG&A expense figures
for the Company are based on estimated amounts for fiscal year 2019. We further note that the charts on pages 14 and 16 indicate
that the revenue, adjusted EBIT and adjusted SG&A expense figures for the Company are based on actual amounts for fiscal year
2019. Please advise us, with an eye towards revising your disclosure, as to why there is a discrepancy between the various charts’
uses of estimated and actual amounts for fiscal year 2019.

Starboard acknowledges
the Staff’s comment and offers the Staff the following explanation on a supplemental basis regarding its use of estimated
versus actual amounts for fiscal year 2019 on certain charts.

    March 13, 2020

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The charts in the
Proxy Statement disclosing the revenue, adjusted EBIT margin and adjusted SG&A calculations should have included estimates
for fiscal year 2019 only for peer Saint-Gobain Construction Products (SGO), as it had not reported its relevant financials
at the time the Proxy Statement was filed on February 28, 2020, and should have otherwise reflected actual amounts for each of
GCP and the other peer companies identified (i.e., SIKA and CSL).

Since the filing
of the Proxy Statement, however, SGO has filed its annual financials and Starboard has therefore updated the Adjusted SG&A
chart to reflect actual amounts for each of GCP and the other peer companies identified, including SGO. Notwithstanding the foregoing,
in the Adjusted EBIT margins’ chart, SGO’s Construction Products’ 2019 Adjusted EBIT margin reflects 2019 consensus
estimates because SGO has re-segmented in 2019.

Starboard has revised
the Proxy Statement to reflect the actual amounts noted above and to otherwise clarify the use of 2019 consensus estimates for
SGO. Please see pages 12 and 13 of the Proxy Statement. Starboard also confirms that the charts on pages 14 and 16 of the Proxy
Statement disclosing the revenue, adjusted EBIT and adjusted SG&A expense figures for the Company are based on actual amou