0001127602-22-019025.txt : 20220707
0001127602-22-019025.hdr.sgml : 20220707
20220707091021
ACCESSION NUMBER: 0001127602-22-019025
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220706
FILED AS OF DATE: 20220707
DATE AS OF CHANGE: 20220707
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: NOGLOWS WILLIAM P
CENTRAL INDEX KEY: 0001201094
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-30205
FILM NUMBER: 221070753
MAIL ADDRESS:
STREET 1: C/O CABOT MICROELECTRONICS CORP
STREET 2: 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
0001201094
NOGLOWS WILLIAM P
C/O CMC MATERIALS, INC.
870 COMMONS DRIVE
AURORA
IL
60504
1
Common Stock
2022-07-06
4
D
0
24947.291
D
0
D
Common Stock
2022-07-06
4
D
0
7500
D
0
I
Trust
Common Stock
2022-07-06
4
D
0
26125
D
0
I
Trust
Common Stock
2022-07-06
4
D
0
7500
D
0
I
Trust
Stock Options (Right to Buy)
44.10
2022-07-06
4
D
0
67500
0
D
2014-12-03
2023-12-03
Common Stock
67500
0
D
Stock Options (Right to Buy)
39.29
2022-07-06
4
D
0
9638
0
D
2017-03-08
2026-03-08
Common Stock
9638
0
D
Stock Options (Right to Buy)
69.44
2022-07-06
4
D
0
4811
0
D
2018-03-07
2027-03-07
Common Stock
4811
0
D
Stock Options (Right to Buy)
106.61
2022-07-06
4
D
0
3385
0
D
2019-03-06
2028-03-06
Common Stock
3385
0
D
Stock Options (Right to Buy)
110.09
2022-07-06
4
D
0
2972
0
D
2020-03-06
2029-03-06
Common Stock
2972
0
D
Stock Options (Right to Buy)
147.78
2022-07-06
4
D
0
1958
0
D
2021-03-04
2030-03-04
Common Stock
1958
0
D
Stock Options (Right to Buy)
170.86
2022-07-06
4
D
0
1305
0
D
2022-03-03
2031-03-03
Common Stock
1305
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.
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 12/3/2014, vested in full and was assumed and converted into an Entegris Option to purchase 122,890 shares of Entegris common stock an exercise price of $24.23 per share.
This Issuer Option, which originally provided for vesting in four equal annual installments beginning on 3/8/2017, vested in full and was assumed and converted into an Entegris Option to purchase 17,546 shares of Entegris common stock an exercise price of $21.59 per share.
This Issuer Option, which originally provided for vesting in four equal annual installments beginning on 3/7/2018, vested in full and was assumed and converted into an Entegris Option to purchase 8,758 shares of Entegris common stock an exercise price of $38.15 per share.
This Issuer Option, which originally provided for vesting in four equal annual installments beginning on 3/6/2019, vested in full and was assumed and converted into an Entegris Option to purchase 6,162 shares of Entegris common stock an exercise price of $58.56 per share.
This Issuer Option, which originally provided for vesting in four equal annual installments beginning on 3/6/2021, vested in full and was assumed and converted into an Entegris Option to purchase 5,410 shares of Entegris common stock an exercise price of $60.47 per share.
This Issuer Option, which originally provided for vesting in four equal annual installments beginning on 3/4/2021, vested in full and was assumed and converted into an Entegris Option to purchase 3,564 shares of Entegris common stock an exercise price of $81.18 per share.
This Issuer Option, which originally provided for vesting in four equal annual installments beginning on 3/3/2022, vested in full and was assumed and converted into an Entegris Option to purchase 2,375 shares of Entegris common stock an exercise price of $93.85 per share.
/s/ H. Carol Bernstein (Power of Attorney)
2022-07-06