Jeffrey Michael Dysard - 06 Jul 2022 Form 4 Insider Report for CMC Materials, Inc.

Footnote 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.

Footnote 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.

Footnote 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).

Footnote F4

This Issuer Option, which originally provided for vesting in four equal annual installments beginning on 12/6/2019, vested in full and was assumed and converted into an Entegris Option to purchase 2,525 shares of Entegris common stock an exercise price of $55.88 per share.

Footnote F5

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 4,343 shares of Entegris common stock an exercise price of $70.03 per share.

Footnote F6

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 8,078 shares of Entegris common stock an exercise price of $79.97 per share.

Footnote F7

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 9,796 shares of Entegris common stock an exercise price of $77.55 per share.