0001127602-22-019030.txt : 20220707 0001127602-22-019030.hdr.sgml : 20220707 20220707102108 ACCESSION NUMBER: 0001127602-22-019030 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: WILD GEOFFREY CENTRAL INDEX KEY: 0001379529 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-30205 FILM NUMBER: 221070843 MAIL ADDRESS: STREET 1: 108 CHERRY HILL DRIVE CITY: BEVERLY STATE: MA ZIP: 01915 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 0001379529 WILD GEOFFREY C/O CMC MATERIALS, INC. 870 N. COMMONS DRIVE AURORA IL 60504 1 Common Stock 2022-07-06 4 D 0 12047 D 0 D Stock Options (Right to Buy) 41.88 2022-07-06 4 D 0 7500 0 D 2015-09-01 2025-09-01 Common Stock 7500 0 D Stock Options (Right to Buy) 41.88 2022-07-06 4 D 0 6000 0 D 2016-09-01 2025-09-01 Common Stock 6000 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 9/1/2015, vested in full and was assumed and converted into an Entegris Option to purchase 13,654 shares of Entegris common stock an exercise price of $23.01 per share. This Issuer Option, which originally provided for vesting in four equal annual installments beginning on 9/1/2016, vested in full and was assumed and converted into an Entegris Option to purchase 10,923 shares of Entegris common stock an exercise price of $23.01 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 3/6/2020, 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