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^*

Woodland Daniel D.

(Last)

(First)

(Middle)

C/O ENTEGRIS, INC.

129 CONCORD ROAD

(Street)

BILLERICA

01821

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ENTEGRIS INC [ ENTG ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/06/2022

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	07/06/2022		A		16,380⁽¹⁾⁽²⁾	A	⁽¹⁾	16,380	D
Common Stock	07/06/2022		A		26,024⁽³⁾	A	⁽⁴⁾	42,404	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)
Employee Stock Option (Right to Buy)	$50.85	07/06/2022		A⁽¹⁾		17,477		⁽⁵⁾	12/05/2027	Common Stock	17,477	⁽¹⁾	17,477	D
Employee Stock Option (Right to Buy)	$55.88	07/06/2022		A⁽¹⁾		17,674		⁽⁵⁾	12/06/2028	Common Stock	17,674	⁽¹⁾	17,674	D
Employee Stock Option (Right to Buy)	$70.03	07/06/2022		A⁽¹⁾		12,656		⁽⁵⁾	12/05/2029	Common Stock	12,656	⁽¹⁾	12,656	D
Employee Stock Option (Right to Buy)	$79.97	07/06/2022		A⁽¹⁾		12,667		⁽⁵⁾	12/03/2030	Common Stock	12,667	⁽¹⁾	12,667	D
Employee Stock Option (Right to Buy)	$77.55	07/06/2022		A⁽¹⁾		10,564		⁽⁵⁾	12/06/2031	Common Stock	10,564	⁽¹⁾	10,564	D

Explanation of Responses:

1. Reflects securities granted by Entegris, Inc. (the "Issuer") pursuant to the terms of the Agreement and Plan of Merger, dated as of December 14, 2021 (the "Merger Agreement"), entered into by and among the Issuer, CMC Materials, Inc., ("CMC") and other parties thereto. Pursuant to the terms of the Merger Agreement, (a) the Issuer acquired CMC (the "Merger"), (b) each share of CMC common stock was converted into the right to receive $133 per share, without interest, and 0.4506 shares of Issuer common stock, and (c) CMC performance stock units and stock options held by the reporting person were replaced by Issuer restricted stock units and stock options, respectively. The Merger closed on July 6, 2022.

2. Includes 14,827 restricted stock units, payable solely in Common Stock, with restrictions that lapse as follows: (i) 4,442 vest on September 30, 2022, (ii) 4,865 vest on September 30, 2023, and (iii) 5,520 vest on September 30, 2024.

3. These shares are restricted stock units with restrictions that lapse over a four-year period with respect to 25% of these shares per year, beginning August 15, 2023 and thereafter on August 15, 2024, August 15, 2025 and August 15, 2026.

4. Awarded pursuant to the Entegris, Inc. 2020 Stock Plan in consideration of services as an employee.

5. This option is fully vested.

Remarks:

Title: SVP and President, Advanced Planarization Solutions

	/s/ Joseph Colella, Attorney-In-Fact for Daniel D. Woodland	07/08/2022
	** 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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