SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

       DIVISION OF
CORPORATION FINANCE

May 5, 2020

Via Email

Jeffrey C. Smith
Starboard Value LP
777 Third Avenue, 18th Floor
New York, New York 10017

 Re: GCP Applied Technologies  Inc.
  Definitive Additional Materials  on Schedule 14A
  Filed by Starboard Value LP et al.  on April 30 , 2020
  File No.  001-37533

Dear Mr. Smith :

We have reviewed the filing  above and have the following comments  on the shareholder
presentation attached thereto .

1. Slide 8 displays “Organic Growth” for GCP and its Direct Peers, but does not indicate
what financial metric is being measured by such growth.  It appears to us, based on slides
26 and 61, that the “Organic Growth”  rates  on slide 8 are measuring the companies’
revenue.  Ple ase revise slide 8 to clarify.

2. Please r efer to comment #1 above.  Assuming that the “Organic Growth” on slide 8 is
measuring GCP’s and its Direct Peers’ revenue from 2015 to 2019, please  revise the
presentation  clarify whether such “Organic Growth” repres ents an “average annual
growth rate” (as indicated by footnote 2 on slide 8) or a “compound annual growth rate”
(as indicated by slide 26).

3. With a view towards revised disclosure, please advise whether the 0.2% organic revenue
growth figure for GCP from  2015 to 2019 shown on slides 26 and 61 (and on slide 8, if
applicable) incorporates the 4.0% organic growth rate for 2015, as shown on slides 37
and 86.  Although slide 26 (and slide 8, if applicable) indicates that the 0.2% organic
sales growth figure fo r GCP is for the period 2015 through 2019, it appears to us that it is
calculated using only the growth rates for the years 2016 through 2019.

4. We note that slide 27 states that “GCP’s closest peers for the SBM segment have
enthusiastically discussed the r obust macro environment” in which GCP and its peers
operate .  However, it appears to us that quoted language from Sika and RPM indicate

Jeffrey C. Smith
Starboard Value LP
May 5, 2020
Page | 2

 attribute their positive performance to company -specific success rather than market -wide
factors.  For example, one of S ika’s quotations refers to “newly won construction
projects” while RPM’s quotation refers to an increase in their market share.   With a view
towards revised disclosure, please advise how these quotations reflect a “robust macro
environment.”

5. Please refer to comment #10 in our comment letter dated March 5, 2020  regarding  your
preliminary proxy statement , as well as our subsequent oral comments issued on March
17, 2020.  We note that slide 50 includes multiple statements questioning whether GCP’s
board appointed Gr eg Poling as Executive Chairman to allow his 2019 equity awards to
vest.  Please revise this slide to conform to your responses to our aforementioned
comments  regarding similar statements made in your preliminary proxy statement .

* * *

 We remind you that the filing persons  are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

 Please direct any questions to Valian Afshar, Special Counsel, at (202) 551 -8729, or me,
at (202) 551 -3444 .

Sincerely,

        /s/ Perry J. Hindin

Perry J. Hindin
Special Counsel
Office of Mergers and  Acquisitions

cc:  Andrew Freedman, Esq. (via email)
Meagan M. Reda, Esq. (via email)
Olshan Frome Wolosky LLP