0001127602-12-021517.txt : 20120703 0001127602-12-021517.hdr.sgml : 20120703 20120703153143 ACCESSION NUMBER: 0001127602-12-021517 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120630 FILED AS OF DATE: 20120703 DATE AS OF CHANGE: 20120703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Weisman Adam CENTRAL INDEX KEY: 0001292249 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-30205 FILM NUMBER: 12944464 MAIL ADDRESS: STREET 1: 870 N. COMMONS DR. CITY: AURORA STATE: IL ZIP: 60504 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CABOT MICROELECTRONICS CORP CENTRAL INDEX KEY: 0001102934 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 364324765 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 870 NORTH COMMONS DRIVE CITY: AURORA STATE: IL ZIP: 60504 BUSINESS PHONE: 6303755461 MAIL ADDRESS: STREET 1: 870 N COMMONS DR CITY: AURORA STATE: IL ZIP: 60504 4 1 form4.xml PRIMARY DOCUMENT X0306 4 2012-06-30 0001102934 CABOT MICROELECTRONICS CORP CCMP 0001292249 Weisman Adam C/O CABOT MICROELECTRONICS CORPORATION 870 COMMONS DRIVE AURORA IL 60504 1 VP, Business Operations Common Stock 2012-06-30 4 A 0 375.902 24.829 A 29537.506 D Stock Options (Right to Buy) 21.04 2006-12-09 2015-12-09 Common Stock 43520 43520 D Stock Options (Right to Buy) 21.77 2007-12-01 2016-12-01 Common Stock 41344 41344 D Stock Options (Right to Buy) 25.79 2008-11-30 2017-11-30 Common Stock 32640 32640 D Stock Options (Right to Buy) 16.00 2009-12-01 2018-12-01 Common Stock 42069 42069 D Stock Options (Right to Buy) 21.45 2010-12-01 2019-12-01 Common Stock 31769 31769 D Stock Options (Right to Buy) 28.62 2011-12-01 2020-12-01 Common Stock 27853 27853 D Stock Options (Right to Buy) 27.94 2012-12-01 2021-12-01 Common Stock 30029 30029 D As a result of a leveraged recapitalization of the Company via a special cash dividend (the "Dividend") of $15.00 per share declared on February 13, 2012 with a record date of February 23, 2012, a payable date of March 1, 2012 and an ex-dividend date of March 2, 2012, the option award was proportionally adjusted on March 2, 2012 to preserve its value in connection with the Dividend, as required by Section 8.6 of the Second Amended and Restated Cabot Microelectronics Corporation Equity Incentive Plan (EIP) and approved by the Compensation Committee of the Board of Directors of the Company. The number of stock options subject to each outstanding award was increased proportionately to preserve its value as a result of the Dividend. The number of stock options was increased by a factor of 1.45068 rounded down to the nearest whole option, which is a ratio of the Official Nasdaq Closing Price of $51.92 on March 1, 2012, the day immediately before the ex-dividend date, to the Official Nasdaq Opening Price of $35.79 on March 2, 2012, the ex-dividend date. The mandatory adjustments in connection with the Dividend were exempt from Section 16(b). This option, pursuant to the EIP, was previously reported by the reporting person as an option for 60,000 shares of common stock at an exercise price of $30.51. 2005 Option Grant Awards Vesting Schedule: 25% on 12/9/06, 25% on 12/9/07, 25% on 12/9/08, 25% on 12/9/09 Required by Section 8.6 of the EIP and approved by the Compensation Committee of the Board of Directors of the Company, the exercise price of the option was proportionally adjusted on March 2, 2012 to preserve its value as a result of the leveraged recapitalization via the Dividend. The exercise price of each outstanding stock option was decreased by a factor of 0.68933 rounded up to the nearest whole cent, which is a ratio of the Official Nasdaq Opening Price of $35.79 on March 2, 2012, the ex-dividend date, to the Official Nasdaq Closing Price of $51.92 on March 1, 2012, the day immediately before the ex-dividend date. The mandatory adjustments in connection with the Dividend were exempt from Section 16(b). 2006 Stock Option Grant Award Vesting Schedule: 25% 12/1/07, 25% 12/1/08, 25% 12/1/09, 25% 12/1/10 2007 Stock Option Grant Award Vesting Schedule: 25% 11/30/08, 25% 11/30/09, 25% 11/30/10, 25% 11/30/11 2008 Stock Option Grant Award Vesting Schedule: 25% 12/1/2009, 25% 12/1/2010, 25% 12/1/2011, 25% 12/1/2012 2009 (FY10) Non-Qualified Stock Option Grant Vesting Schedule: 25% 12/1/2010, 25% 12/1/2011, 25% 12/1/2012, 25% 12/1/2013 2010 (FY11) Non-Qualified Stock Option Grant Vesting Schedule: 25% 12/1/2011, 25% 12/1/2012, 25% 12/1/2013, 25% 12/1/2014. 2011 (FY12) Non-Qualified Stock Option Grant Vesting Schedule: 25% 12/1/2012, 25% 12/1/2013, 25% 12/1/2014, 25% 12/1/2015. This option, pursuant to the EIP, was previously reported by the reporting person as an option for 28,500 shares of common stock at an exercise price of $31.57. This option, pursuant to the EIP, was previously reported by the reporting person as an option for 22,500 shares of common stock at an exercise price of $37.40. This option, pursuant to the EIP, was previously reported by the reporting person as an option for 29,000 shares of common stock at an exercise price of $23.21. This option, pursuant to the EIP, was previously reported by the reporting person as an option for 21,900 shares of common stock at an exercise price of $31.11. This option, pursuant to the EIP, was previously reported by the reporting person as an option for 19,200 shares of common stock at an exercise price of $41.51. This option, pursuant to the EIP, was previously reported by the reporting person as an option for 20,700 shares of common stock at an exercise price of $40.52. /s/ H. Carol Bernstein (Power of Attorney) 2012-07-03