Sec Form 4 Filing - Woodland Daniel D. @ ENTEGRIS INC - 2022-07-06

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Woodland Daniel D.
2. Issuer Name and Ticker or Trading Symbol
ENTEGRIS INC [ ENTG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
See Remarks
(Last) (First) (Middle)
C/O ENTEGRIS, INC., 129 CONCORD ROAD
3. Date of Earliest Transaction (MM/DD/YY)
07/06/2022
(Street)
BILLERICA, MA01821
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock 07/06/2022 A 16,380( 1 )( 2 ) A 16,380 D
Common Stock 07/06/2022 A 26,024( 3 ) A 42,404 D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $ 50.85 07/06/2022 A( 1 ) 17,477 ( 5 ) 12/05/2027 Common Stock 17,477 ( 1 ) 17,477 D
Employee Stock Option (Right to Buy) $ 55.88 07/06/2022 A( 1 ) 17,674 ( 5 ) 12/06/2028 Common Stock 17,674 ( 1 ) 17,674 D
Employee Stock Option (Right to Buy) $ 70.03 07/06/2022 A( 1 ) 12,656 ( 5 ) 12/05/2029 Common Stock 12,656 ( 1 ) 12,656 D
Employee Stock Option (Right to Buy) $ 79.97 07/06/2022 A( 1 ) 12,667 ( 5 ) 12/03/2030 Common Stock 12,667 ( 1 ) 12,667 D
Employee Stock Option (Right to Buy) $ 77.55 07/06/2022 A( 1 ) 10,564 ( 5 ) 12/06/2031 Common Stock 10,564 ( 1 ) 10,564 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Woodland Daniel D.
C/O ENTEGRIS, INC.
129 CONCORD ROAD
BILLERICA, MA01821
See Remarks
Signatures
/s/ Joseph Colella, Attorney-In-Fact for Daniel D. Woodland 07/08/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects securities granted by Entegris, Inc. (the "Issuer") pursuant to the terms of the Agreement and Plan of Merger, dated as of December 14, 2021 (the "Merger Agreement"), entered into by and among the Issuer, CMC Materials, Inc., ("CMC") and other parties thereto. Pursuant to the terms of the Merger Agreement, (a) the Issuer acquired CMC (the "Merger"), (b) each share of CMC common stock was converted into the right to receive $133 per share, without interest, and 0.4506 shares of Issuer common stock, and (c) CMC performance stock units and stock options held by the reporting person were replaced by Issuer restricted stock units and stock options, respectively. The Merger closed on July 6, 2022.
( 2 )Includes 14,827 restricted stock units, payable solely in Common Stock, with restrictions that lapse as follows: (i) 4,442 vest on September 30, 2022, (ii) 4,865 vest on September 30, 2023, and (iii) 5,520 vest on September 30, 2024.
( 3 )These shares are restricted stock units with restrictions that lapse over a four-year period with respect to 25% of these shares per year, beginning August 15, 2023 and thereafter on August 15, 2024, August 15, 2025 and August 15, 2026.
( 4 )Awarded pursuant to the Entegris, Inc. 2020 Stock Plan in consideration of services as an employee.
( 5 )This option is fully vested.

Remarks:
Title: SVP and President, Advanced Planarization Solutions

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