4//SEC Filing
Roby Anne K 4
Accession 0001127602-22-019026
CIK 0001102934other
Filed
Jul 6, 8:00 PM ET
Accepted
Jul 7, 9:11 AM ET
Size
8.3 KB
Accession
0001127602-22-019026
Insider Transaction Report
Form 4
Roby Anne K
Director
Transactions
- Disposition to Issuer
Common Stock
2022-07-06−1,897→ 0 total - Disposition to Issuer
Stock Options (Right to Buy)
2022-07-06−1,107→ 0 totalExercise: $154.00From: 2022-06-01Exp: 2031-06-01→ Common Stock (1,107 underlying)
Footnotes (3)
- [F1]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.
- [F2]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).
- [F3]This Issuer Option, which originally provided for vesting in four equal annual installments beginning on 6/1/2022, vested in full and was assumed and converted into an Entegris Option to purchase 2,015 shares of Entegris common stock an exercise price of $84.59 per share.
Documents
Issuer
CMC Materials, Inc.
CIK 0001102934
Entity typeother
Related Parties
1- filerCIK 0001595290
Filing Metadata
- Form type
- 4
- Filed
- Jul 6, 8:00 PM ET
- Accepted
- Jul 7, 9:11 AM ET
- Size
- 8.3 KB