SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Werth Dennis L (Last) (First) (Middle) 2 TECH DRIVE SUITE 201 (Street) ANDOVER MA 01810 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/02/2016	3. Issuer Name and Ticker or Trading Symbol MKS INSTRUMENTS INC [ MKSI ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Sr. VP, Business Units	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Appreciation Right	(1)	03/31/2017	Common Stock	5,838	$20.32	D
Stock Appreciation Right	(2)	05/17/2018	Common Stock	4,199	$27.79	D
Stock Appreciation Right	(3)	04/12/2019	Common Stock	5,911	$27.89	D
Stock Appreciation Right	(4)	05/20/2020	Common Stock	10,313	$22.39	D
Restricted Stock Unit	(5)	(5)	Common Stock	2,952	(5)	D
Stock Appreciation Right	(6)	05/19/2021	Common Stock	8,858	$29.8	D
Restricted Stock Unit	(7)	(7)	Common Stock	4,911	(7)	D
Stock Appreciation Right	(8)	05/19/2022	Common Stock	7,366	$31.13	D

Explanation of Responses:

1. On April 29, 2016, pursuant to the Agreement and Plan of Merger between MKS Instruments, Inc. ("MKS"), MKS' wholly-owned subsidiary, PSI Equipment, Inc. ("Merger Sub") and Newport Corporation ("Newport"), dated February 22, 2016 (the "Merger Agreement"), Merger Sub merged with and into Newport (the "Merger"), with Newport surviving the Merger as a wholly-owned subsidiary of MKS. This stock appreciation right, which has a base value of $20.32 and which became fully vested on March 31, 2013, was assumed by MKS in connection with the Merger and was converted from a stock appreciation right with respect to a total of 9,510 shares of Newport common stock having a base value of $12.47 per share.

2. This stock appreciation right, which has a base value of $27.79 and which became fully vested on March 31, 2014, was assumed by MKS in connection with the Merger and was converted from a stock appreciation right with respect to a total of 6,840 shares of Newport common stock having a base value of $17.06 per share.

3. This stock appreciation right, which has a base value of $27.89 and which became fully vested on March 31, 2015, was assumed by MKS in connection with the Merger and was converted from a stock appreciation right with respect to a total of 9,630 shares of Newport common stock having a base value of $17.12 per share.

4. This stock appreciation right, which has a base value of $22.39 and which became fully vested on March 31, 2016, was assumed by MKS in connection with the Merger and was converted from a stock appreciation right with respect to a total of 16,800 shares of Newport common stock having a base value of $13.74 per share.

5. These restricted stock units representing the right to receive a total of 2,952 shares of MKS' common stock, which vest on March 31, 2017, were assumed by MKS in connection with the Merger and were converted from restricted stock units representing the right to receive a total of 4,810 shares of Newport's common stock.

6. This stock appreciation right, which has a base value of $29.80 and which vests in equal 1/3 installments on March 31, 2015, 2016 and 2017, was assumed by MKS in connection with the Merger and was converted from a stock appreciation right with respect to a total of 14,430 shares of Newport common stock having a base value of $18.29 per share.

7. These restricted stock units representing the right to receive a total of 4,911 shares of MKS' common stock, which vest in two equal installments on March 31, 2017 and March 31, 2018, were assumed by MKS in connection with the Merger and were converted from restricted stock units representing the right to receive a total of 8,000 shares of Newport's common stock.

8. This stock appreciation right, which has a base value of $31.13 and which vests in equal 1/3 installments on March 31, 2016, 2017 and 2018, was assumed by MKS in connection with the Merger and was converted from a stock appreciation right with respect to a total of 12,000 shares of Newport common stock having a base value of $19.11 per share.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ M. Kathryn Rickards, attorney-in-fact	05/04/2016
	** 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 5 (b)(v).
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