SEC FORM 4

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^*

NOGLOWS WILLIAM P

(Last)

(First)

(Middle)

C/O CMC MATERIALS, INC.

870 COMMONS DRIVE

(Street)

AURORA

60504

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CMC Materials, Inc. [ CCMP ]

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

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

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		D		24,947.291	D	⁽¹⁾	0	D
Common Stock	07/06/2022		D		7,500	D	⁽¹⁾	0	I	Trust
Common Stock	07/06/2022		D		26,125	D	⁽¹⁾	0	I	Trust
Common Stock	07/06/2022		D		7,500	D	⁽¹⁾	0	I	Trust

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)
Stock Options (Right to Buy)	$44.1	07/06/2022		D			67,500	12/03/2014⁽²⁾⁽³⁾	12/03/2023	Common Stock	67,500	$0	0	D
Stock Options (Right to Buy)	$39.29	07/06/2022		D			9,638	03/08/2017⁽²⁾⁽⁴⁾	03/08/2026	Common Stock	9,638	$0	0	D
Stock Options (Right to Buy)	$69.44	07/06/2022		D			4,811	03/07/2018⁽²⁾⁽⁵⁾	03/07/2027	Common Stock	4,811	$0	0	D
Stock Options (Right to Buy)	$106.61	07/06/2022		D			3,385	03/06/2019⁽²⁾⁽⁶⁾	03/06/2028	Common Stock	3,385	$0	0	D
Stock Options (Right to Buy)	$110.09	07/06/2022		D			2,972	03/06/2020⁽²⁾⁽⁷⁾	03/06/2029	Common Stock	2,972	$0	0	D
Stock Options (Right to Buy)	$147.78	07/06/2022		D			1,958	03/04/2021⁽²⁾⁽⁸⁾	03/04/2030	Common Stock	1,958	$0	0	D
Stock Options (Right to Buy)	$170.86	07/06/2022		D			1,305	03/03/2022⁽²⁾⁽⁹⁾	03/03/2031	Common Stock	1,305	$0	0	D

Explanation of Responses:

1. 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.

2. 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).

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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)	07/06/2022
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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SEC Form 4: Noglows William P returned 66,072 shares to the company, closing all direct ownership in the company