CMC Materials Inc.

07/07/2022 | Press release | Distributed by Public on 07/07/2022 08:20

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
Reilly Paul J
2. Issuer Name and Ticker or Trading Symbol
CMC Materials, Inc. [CCMP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
21 OSBORNE ROAD
3. Date of Earliest Transaction (Month/Day/Year)
(Street)
GARDEN CITY NY 11530
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code 4. Securities Acquired (A) or Disposed of (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) 6. Ownership Form: Direct (D) or Indirect (I) 7. Nature of Indirect Beneficial Ownership
Code V Amount (A) or (D) Price
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code 5. Number of Derivative Securities Acquired (A) or Disposed of (D) 6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security 8. Price of Derivative Security 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) 11. Nature of Indirect Beneficial Ownership
Code V (A) (D) Date Exercisable Expriation Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Reilly Paul J
21 OSBORNE ROAD

GARDEN CITY, NY11530
X

Signatures

/s/ H. Carol Bernstein (Power of Attorney) 2022-07-07
**Signature of Reporting Person Date

Explanation of Responses:

(*) If the form is filed by more than one reporting person, see Instruction 5(b)(v).
(**) Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Disposed of in connection with the transactions contemplated by the Agreement and Plan of Merger, dated as of December 14, 2021 (the "Merger Agreement"), by and among the Issuer, Entegris, Inc. ("Entegris") and Yosemite Merger Sub, Inc. ("Merger Sub"), a Delaware corporation and a wholly owned subsidiary of Entegris, pursuant to which the Issuer was merged with and into Merger Sub, with the Issuer surviving as a wholly owned subsidiary of Entegris (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of Issuer common stock was cancelled and converted into (i) $133.00 in cash and (ii) 0.4506 of a share of Entegris common stock, with cash in lieu of any fractional shares of Entegris common stock (together, the "Merger Consideration"). The Merger closed on July 6, 2022. On July 5, 2022, the closing price of the Issuer was $173.69, and the closing price of Entegris was $90.75. As a result of the Merger, the reporting person no longer beneficially owns, directly or indirectly, any shares of Issuer common stock.
(2) Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding option to purchase shares of Issuer common stock (an "Issuer Option") vested in full and was assumed and converted into an option to purchase shares of Entegris common stock (an "Entegris Option"), as adjusted based on the Equity Award Exchange Ratio (as defined in the Merger Agreement).
(3) This Issuer Option, which originally provided for vesting in four equal annual installments beginning on 3/6/2019, vested in full and was assumed and converted into an Entegris Option to purchase 6,162 shares of Entegris common stock an exercise price of $58.56 per share.
(4) This Issuer Option, which originally provided for vesting in four equal annual installments beginning on 3/6/2020, vested in full and was assumed and converted into an Entegris Option to purchase 5,410 shares of Entegris common stock an exercise price of $60.47 per share.
(5) This Issuer Option, which originally provided for vesting in four equal annual installments beginning on 3/4/2021, vested in full and was assumed and converted into an Entegris Option to purchase 3,564 shares of Entegris common stock an exercise price of $81.18 per share.
(6) This Issuer Option, which originally provided for vesting in four equal annual installments beginning on 3/3/2022, vested in full and was assumed and converted into an Entegris Option to purchase 2,375 shares of Entegris common stock an exercise price of $93.85 per share.
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