Eleanor Kate Thorp - Jul 6, 2022 Form 4 Insider Report for CMC Materials, Inc. (CCMP)

Role
VP, Human Resources
Signature
/s/ H. Carol Bernstein (Power of Attorney)
Stock symbol
CCMP
Transactions as of
Jul 6, 2022
Transactions value $
$0
Form type
4
Date filed
7/6/2022, 03:41 PM
Previous filing
Jun 27, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CCMP Common Stock Disposed to Issuer -7.23K -100% 0 Jul 6, 2022 Direct F1
transaction CCMP Common Stock Award +8.77K 8.77K Jul 6, 2022 Direct F2
transaction CCMP Common Stock Disposed to Issuer -8.77K -100% 0 Jul 6, 2022 Direct F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction CCMP Stock Options (Right to Buy) Disposed to Issuer $0 -3K -54.54% $0.00 2.5K Jul 6, 2022 Common Stock 3K $105.70 Direct F3, F4
transaction CCMP Stock Options (Right to Buy) Disposed to Issuer $0 -2.5K -100% $0.00* 0 Jul 6, 2022 Common Stock 2.5K $105.70 Direct F3, F5
transaction CCMP Stock Options (Right to Buy) Disposed to Issuer $0 -3.18K -100% $0.00* 0 Jul 6, 2022 Common Stock 3.18K $127.48 Direct F3, F6
transaction CCMP Stock Options (Right to Buy) Disposed to Issuer $0 -4.52K -100% $0.00* 0 Jul 6, 2022 Common Stock 4.52K $145.58 Direct F3, F7
transaction CCMP Stock Options (Right to Buy) Disposed to Issuer $0 -4.12K -100% $0.00* 0 Jul 6, 2022 Common Stock 4.12K $141.18 Direct F3, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Eleanor Kate Thorp is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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.
F2 Reflects the conversion of performance share units with respect to Issuer common stock ("PSUs") into time-based restricted stock units with respect to Entegris common stock ("RSUs") in accordance with the Merger Agreement. Transaction represents the satisfaction of all performance vesting conditions at the target level of performance in connection with the Merger pursuant to the terms of the Merger Agreement. The RSUs remain subject to time-based vesting requirements and are convertible into shares of Entegris common stock on a one-for-one basis on the applicable vesting dates.
F3 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).
F4 This Issuer Option, which originally provided for vesting in four equal annual installments beginning on 9/17/2019, vested in full and was assumed and converted into an Entegris Option to purchase 5,467 shares of Entegris common stock an exercise price of $58.06 per share.
F5 This Issuer Option, which originally provided for vesting in four equal annual installments beginning on 9/17/2019, vested in full and was assumed and converted into an Entegris Option to purchase 4,556 shares of Entegris common stock an exercise price of $58.06 per share.
F6 This Issuer Option, which originally provided for vesting in four equal annual installments beginning on 12/5/2020, vested in full and was assumed and converted into an Entegris Option to purchase 5,789 shares of Entegris common stock an exercise price of $70.03 per share.
F7 This Issuer Option, which originally provided for vesting in four equal annual installments beginning on 12/3/2021, vested in full and was assumed and converted into an Entegris Option to purchase 8,234 shares of Entegris common stock an exercise price of $79.97 per share.
F8 This Issuer Option, which originally provided for vesting in four equal annual installments beginning on 12/6/2022, vested in full and was assumed and converted into an Entegris Option to purchase 7,491 shares of Entegris common stock an exercise price of $77.55 per share.