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. Please revise slide 8 to clarify.

      2. Please refer 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" represents 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 for 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 robust 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 Sika'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 Greg 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