SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Dysard Jeffrey Michael

(Last)

(First)

(Middle)

C/O CMC MATERIALS, INC.

870 N. COMMONS DRIVE

(Street)

AURORA

60504

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CMC Materials, Inc. [ CCMP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP and Pres. of Perf. Material

3. Date of Earliest Transaction (Month/Day/Year)
07/06/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/06/2022		D		11,221.8636	D	⁽¹⁾	0	D
Common Stock	07/06/2022		A		11,871	A	⁽²⁾	11,871	D
Common Stock	07/06/2022		D		11,871	D	⁽²⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	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 (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (Right to Buy)	$101.73	07/06/2022		D			1,387	12/06/2019⁽³⁾⁽⁴⁾	12/06/2028	Common Stock	1,387	$0	0	D
Stock Options (Right to Buy)	$127.48	07/06/2022		D			2,386	12/05/2020⁽³⁾⁽⁵⁾	12/05/2029	Common Stock	2,386	$0	0	D
Stock Options (Right to Buy)	$145.58	07/06/2022		D			4,437	12/03/2021⁽³⁾⁽⁶⁾	12/03/2030	Common Stock	4,437	$0	0	D
Stock Options (Right to Buy)	$141.18	07/06/2022		D			5,381	12/06/2022⁽³⁾⁽⁷⁾	12/06/2031	Common Stock	5,381	$0	0	D

Explanation of Responses:

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. 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.

3. 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).

4. 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.

5. 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.

6. 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.

7. 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.

	/s/ H. Carol Bernstein (Power of Attorney)	07/06/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

SEC Form 4: Dysard Jeffrey Michael returned 23,093 shares to the company and was granted 11,871 shares, closing all direct ownership in the company