0001127602-22-018913.txt : 20220706 0001127602-22-018913.hdr.sgml : 20220706 20220706153507 ACCESSION NUMBER: 0001127602-22-018913 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220706 FILED AS OF DATE: 20220706 DATE AS OF CHANGE: 20220706 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ECKSTEIN BERNSTEIN H CAROL CENTRAL INDEX KEY: 0001189831 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-30205 FILM NUMBER: 221068510 MAIL ADDRESS: STREET 1: 870 N COMMONS DR CITY: AURORA STATE: IL ZIP: 60504 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CMC Materials, Inc. 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 FORMER COMPANY: FORMER CONFORMED NAME: CABOT MICROELECTRONICS CORP DATE OF NAME CHANGE: 20000110 4 1 form4.xml PRIMARY DOCUMENT X0306 4 2022-07-06 1 0001102934 CMC Materials, Inc. CCMP 0001189831 ECKSTEIN BERNSTEIN H CAROL C/O CMC MATERIALS, INC. 870 COMMONS DRIVE AURORA IL 60504 1 VP, Sec & General Counsel Common Stock 2022-07-06 4 D 0 25450.348 D 0 D Common Stock 2022-07-06 4 D 0 12909.994 D 0 I Trust Common Stock 2022-07-06 4 A 0 11984 A 11984 D Common Stock 2022-07-06 4 D 0 11984 D 0 D Stock Options (Right to Buy) 92.57 2022-07-06 4 D 0 7800 0 D 2018-12-05 2027-12-05 Common Stock 7800 0 D Stock Options (Right to Buy) 101.73 2022-07-06 4 D 0 8044 0 D 2019-12-06 2028-12-06 Common Stock 8044 0 D Stock Options (Right to Buy) 127.48 2022-07-06 4 D 0 5672 0 D 2020-12-05 2029-12-05 Common Stock 5672 0 D Stock Options (Right to Buy) 145.58 2022-07-06 4 D 0 5362 0 D 2021-12-03 2030-12-03 Common Stock 5362 0 D Stock Options (Right to Buy) 141.18 2022-07-06 4 D 0 4642 0 D 2022-12-06 2031-12-06 Common Stock 4642 0 D 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. 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. 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). This Issuer Option, which originally provided for vesting in four equal annual installments beginning on 12/5/2018, vested in full and was assumed and converted into an Entegris Option to purchase 14,200 shares of Entegris common stock an exercise price of $50.85 per share. 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 14,644 shares of Entegris common stock an exercise price of $55.88 per share. 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 10,326 shares of Entegris common stock an exercise price of $70.03 per share. 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 9,762 shares of Entegris common stock an exercise price of $79.97 per share. 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 8,451 shares of Entegris common stock an exercise price of $77.55 per share. /s/ H. Carol Bernstein (Power of Attorney) 2022-07-06