0001127602-12-032164.txt : 20121128 0001127602-12-032164.hdr.sgml : 20121128 20121128131040 ACCESSION NUMBER: 0001127602-12-032164 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20121116 FILED AS OF DATE: 20121128 DATE AS OF CHANGE: 20121128 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ROMAN THOMAS S CENTRAL INDEX KEY: 0001278556 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-30205 FILM NUMBER: 121228389 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 2012-11-16 0001102934 CABOT MICROELECTRONICS CORP CCMP 0001278556 ROMAN THOMAS S C/O CABOT MICROELECTRONICS CORPORATION 870 COMMONS DRIVE AURORA IL 60504 1 Corporate Controller Common Stock 2012-11-16 5 W 0 E 100 0 A 9871.53 D Stock Options (Right to Buy) 35.42 2003-12-11 2012-12-11 Common Stock 7253 7253 D Stock Options (Right to Buy) 33.72 2004-12-11 2013-12-11 Common Stock 5440 5440 D Stock Options (Right to Buy) 25.79 2008-11-30 2017-11-30 Common Stock 1414 1414 D Stock Options (Right to Buy) 16.00 2009-12-01 2018-12-01 Common Stock 3699 3699 D Stock Options (Right to Buy) 21.45 2010-12-01 2019-12-01 Common Stock 4674 4674 D Stock Options (Right to Buy) 28.62 2011-12-01 2020-12-01 Common Stock 5984 5984 D Stock Options (Right to Buy) 27.94 2012-12-01 2021-12-01 Common Stock 6528 6528 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 5,000 shares of common stock at an exercise price of $51.37. Pursuant to Second Amended and Restated Equity Incentive Plan (EIP) and Compensation Committee action 9/27/04, grant agreement amended to provide that Vesting Schedule is: 25% on 12/11/03 25% on 12/11/04 50% on 9/1/05 Vesting Schedule: 25% 12/11/03 25% 12/11/04 25% 12/11/05 25% 12/11/06 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). This option pursuant to the EIP, was previously reported by the reporting person as an option for 3,750 shares of common stock at an exercise price of $48.91. Pursuant to Second Amended and Restated Equity Incentive Plan (EIP) and Compensation Committee action 9/27/04, grant agreement amended to provide that Vesting Schedule is: 25% on 12/11/04 75% on 9/1/05 Vesting Schedule: 25% 12/11/04 25% 12/11/05 25% 12/11/06 25% 12/11/07 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 3,900 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 5,100 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 4,296 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 4,125 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 4,500 shares of common stock at an exercise price of $40.52. /s/ H. Carol Bernstein (Power of Attorney) 2012-11-28