FORM 4
[X] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
 OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Woodland Daniel D.		 2. Issuer Name and Ticker or Trading Symbol

CMC Materials, Inc. [ CCMP ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
VP & President of EC
(Last)          (First)          (Middle)

C/O CMC MATERIALS, INC., 870 N. COMMONS DRIVE		 3. Date of Earliest Transaction (MM/DD/YYYY)

7/6/2022
(Street)

AURORA, IL 60504
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 7/6/2022  D  10575.8112 D (1)0 D  
Common Stock 7/6/2022  A  14827 A (2)14827 D  
Common Stock 7/6/2022  D  14827 D (2)0 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Options (Right to Buy) $92.57 7/6/2022  D     9600  12/5/2018 (3)(4)12/5/2027 Common Stock 9600 $0 0 D  
Stock Options (Right to Buy) $101.73 7/6/2022  D     9708  12/6/2019 (3)(5)12/6/2028 Common Stock 9708 $0 0 D  
Stock Options (Right to Buy) $127.48 7/6/2022  D     6952  12/5/2020 (3)(6)12/5/2029 Common Stock 6952 $0 0 D  
Stock Options (Right to Buy) $145.58 7/6/2022  D     6958  12/3/2021 (3)(7)12/3/2030 Common Stock 6958 $0 0 D  
Stock Options (Right to Buy) $141.18 7/6/2022  D     5803  12/6/2022 (3)(8)12/6/2031 Common Stock 5803 $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) Reflects the conversion of performance share units with respect to Issuer common stock ("PSUs") into time-based restricted stock units with respect to Entegris common stock ("RSUs") in accordance with the Merger Agreement. Transaction represents the satisfaction of all performance vesting conditions at the target level of performance in connection with the Merger pursuant to the terms of the Merger Agreement. The RSUs remain subject to time-based vesting requirements and are convertible into shares of Entegris common stock on a one-for-one basis on the applicable vesting dates.
(3) 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).
(4) This Issuer Option, which originally provided for vesting in four equal annual installments beginning on 12/5/2018, vested in full and was assumed and converted into an Entegris Option to purchase 17,477 shares of Entegris common stock an exercise price of $50.85 per share.
(5) This Issuer Option, which originally provided for vesting in four equal annual installments beginning on 12/6/2019, vested in full and was assumed and converted into an Entegris Option to purchase 17,674 shares of Entegris common stock an exercise price of $55.88 per share.
(6) This Issuer Option, which originally provided for vesting in four equal annual installments beginning on 12/5/2020, vested in full and was assumed and converted into an Entegris Option to purchase 12,656 shares of Entegris common stock an exercise price of $70.03 per share.
(7) This Issuer Option, which originally provided for vesting in four equal annual installments beginning on 12/3/2021, vested in full and was assumed and converted into an Entegris Option to purchase 12,667 shares of Entegris common stock an exercise price of $79.97 per share.
(8) This Issuer Option, which originally provided for vesting in four equal annual installments beginning on 12/6/2022, vested in full and was assumed and converted into an Entegris Option to purchase 10,564 shares of Entegris common stock an exercise price of $77.55 per share.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Woodland Daniel D.
C/O CMC MATERIALS, INC.
870 N. COMMONS DRIVE
AURORA, IL 60504

VP & President of EC
Signatures
/s/ H. Carol Bernstein (Power of Attorney)7/6/2022
**Signature of Reporting PersonDate
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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
CMC Materials (NASDAQ:CCMP)
Historical Stock Chart
From Apr 2024 to May 2024 Click Here for more CMC Materials Charts.
CMC Materials (NASDAQ:CCMP)
Historical Stock Chart
From May 2023 to May 2024 Click Here for more CMC Materials Charts.