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^*

FULLER H LAURANCE

(Last)

(First)

(Middle)

C/O CABOT MICROELECTRONICS CORPORATION

870 COMMONS DRIVE

(Street)

AURORA

60504

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CABOT MICROELECTRONICS CORP [ CCMP ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/07/2004

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								7,000	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)	$38.34							03/11/2004	03/11/2013	Common Stock	7,500		7,500	D
Stock Options (Right to buy)	$42.44							03/09/2005	03/09/2014	Common Stock	10,000		10,000	D
Stock Options (Right to buy)	$45.49							06/17/2003	06/17/2012	Common Stock	22,500		22,500	D
Phantom Stock	$27.45							07/21/2004	07/21/2004	Common Stock	36.4299		36.4299	D
Phantom Stock	$28.05							06/14/2004	06/14/2004	Common Stock	71.3012		71.3012	D
Phantom Stock	$34.3							09/28/2004	09/28/2004	Common Stock	87.4636		87.4636	D
Phantom Stock	$34.39							08/23/2004	08/23/2004	Common Stock	29.0782		29.0782	D
Phantom Stock	$37.8							11/29/2004	11/29/2004	Common Stock	26.455		26.455	D
Phantom Stock	$39.18	12/07/2004		J⁽¹⁾		76.5697		12/07/2004	12/07/2004⁽²⁾	Common Stock	76.5697	$0	76.5697	D
Phantom Stock	$42.44							03/09/2004	03/09/2004	Common Stock	518.3789		518.3789	D
Phantom Stock	$50.1							12/08/2003	12/08/2003	Common Stock	59.8802		59.8802	D
Phantom Stock	$50.95							06/17/2003	06/17/2003	Common Stock	1,233.4543		1,233.4543	D
Phantom Stock	$52.5							11/05/2003	11/05/2003	Common Stock	19.0476		19.0476	D
Phantom Stock	$55.37							11/03/2003	11/03/2003	Common Stock	162.5429		162.5429	D
Phantom Stock	$59.05							09/24/2003	09/24/2003	Common Stock	50.8044		50.8044	D

Explanation of Responses:

1. Rights to acquire shares pursuant to Directors' Deferred Compensation Plan adopted March 12, 2001 as amended June 17, 2003.

2. Rights to aquire shares pursuant to Directors' Deferred Compensation Plan are already earned.

	H. Carol Bernstein	12/09/2004
	** 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).
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