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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Weisman Adam (Last) (First) (Middle) C/O CABOT MICROELECTRONICS CORPORATION 870 COMMONS DRIVE (Street) AURORA IL 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) Director 10% Owner X Officer (give title below) Other (specify below) VP, Business Operations
	3. Date of Earliest Transaction (Month/Day/Year) 06/30/2012
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/30/2012		A		375.902	A	$24.829	29,537.506	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (Right to Buy)	$21.04(2)(4)							12/09/2006(3)	12/09/2015	Common Stock	43,520(1)(2)		43,520	D
Stock Options (Right to Buy)	$21.77(4)(11)							12/01/2007(5)	12/01/2016	Common Stock	41,344(1)(11)		41,344	D
Stock Options (Right to Buy)	$25.79(4)(12)							11/30/2008(6)	11/30/2017	Common Stock	32,640(1)(12)		32,640	D
Stock Options (Right to Buy)	$16(4)(13)							12/01/2009(7)	12/01/2018	Common Stock	42,069(1)(13)		42,069	D
Stock Options (Right to Buy)	$21.45(4)(14)							12/01/2010(8)	12/01/2019	Common Stock	31,769(1)(14)		31,769	D
Stock Options (Right to Buy)	$28.62(4)(15)							12/01/2011(9)	12/01/2020	Common Stock	27,853(1)(15)		27,853	D
Stock Options (Right to Buy)	$27.94(4)(16)							12/01/2012(10)	12/01/2021	Common Stock	30,029(1)(16)		30,029	D

Explanation of Responses:

1. 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).

2. This option, pursuant to the EIP, was previously reported by the reporting person as an option for 60,000 shares of common stock at an exercise price of $30.51.

3. 2005 Option Grant Awards Vesting Schedule: 25% on 12/9/06, 25% on 12/9/07, 25% on 12/9/08, 25% on 12/9/09

4. 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).

5. 2006 Stock Option Grant Award Vesting Schedule: 25% 12/1/07, 25% 12/1/08, 25% 12/1/09, 25% 12/1/10

6. 2007 Stock Option Grant Award Vesting Schedule: 25% 11/30/08, 25% 11/30/09, 25% 11/30/10, 25% 11/30/11

7. 2008 Stock Option Grant Award Vesting Schedule: 25% 12/1/2009, 25% 12/1/2010, 25% 12/1/2011, 25% 12/1/2012

8. 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

9. 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.

10. 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.

11. This option, pursuant to the EIP, was previously reported by the reporting person as an option for 28,500 shares of common stock at an exercise price of $31.57.

12. This option, pursuant to the EIP, was previously reported by the reporting person as an option for 22,500 shares of common stock at an exercise price of $37.40.

13. This option, pursuant to the EIP, was previously reported by the reporting person as an option for 29,000 shares of common stock at an exercise price of $23.21.

14. This option, pursuant to the EIP, was previously reported by the reporting person as an option for 21,900 shares of common stock at an exercise price of $31.11.

15. This option, pursuant to the EIP, was previously reported by the reporting person as an option for 19,200 shares of common stock at an exercise price of $41.51.

16. This option, pursuant to the EIP, was previously reported by the reporting person as an option for 20,700 shares of common stock at an exercise price of $40.52.

	/s/ H. Carol Bernstein (Power of Attorney)	07/03/2012
	** Signature of Reporting Person	Date
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