Sec Form 4 Filing - Loughlin Patrick F @ Versum Materials, Inc. - 2016-10-03

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 Loughlin Patrick F 2. Issuer Name and Ticker or Trading Symbol Versum Materials, Inc. [ VSM] 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) VERSUM MATERIALS, INC., 7201 HAMILTON BOULEVARD 3. Date of Earliest Transaction (MM/DD/YY) 10/03/2016 (Street) ALLENTOWN, PA18195 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

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 Stock Option (Right to Buy) $ 15.14 10/03/2016 A( 1 ) 20,880 ( 2 ) 12/01/2020 Common Stock 20,880 $ 0 20,880 D Stock Option (Right to Buy) $ 14.48 10/03/2016 A( 1 ) 22,740 ( 2 ) 12/01/2021 Common Stock 22,740 $ 0 22,740 D Stock Option (Right to Buy) $ 14.3 10/03/2016 A( 1 ) 26,622 ( 2 ) 12/03/2022 Common Stock 26,622 $ 0 26,622 D Stock Option (Right to Buy) $ 18.87 10/03/2016 A( 1 ) 16,867 ( 3 ) 12/02/2023 Common Stock 16,867 $ 0 16,867 D Stock Option (Right to Buy) $ 25.25 10/03/2016 A( 1 ) 5,810 ( 4 ) 12/01/2024 Common Stock 5,810 $ 0 5,810 D Restricted Stock Units ( 5 ) 10/03/2016 A( 1 ) 3,066 12/03/2016 12/03/2016 Common Stock 3,066 $ 0 3,066 D Restricted Stock Units ( 5 ) 10/03/2016 A( 1 ) 2,324 12/02/2017 12/02/2017 Common Stock 2,324 $ 0 2,324 D Restricted Stock Units ( 5 ) 10/03/2016 A( 1 ) 1,747 12/01/2018 12/01/2018 Common Stock 1,747 $ 0 1,747 D Restricted Stock Units ( 5 ) 10/03/2016 A( 1 ) 2,632 12/01/2016 12/01/2019 Common Stock 2,632 $ 0 2,632 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Loughlin Patrick F VERSUM MATERIALS, INC. 7201 HAMILTON BOULEVARD ALLENTOWN, PA18195 See Remarks Signatures /s/ Scott J. Depta, as attorney-in-fact 10/05/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects equity awards granted by Air Products and Chemicals, Inc. ("Air Products") that have been converted into equity awards of the Issuer in connection with the spin-off of the Issuer from Air Products. ( 2 )Reflects options that are fully vested. ( 3 )Reflects options that vest in three equal annual installments on December 2, 2014, December 2, 2015 and December 2, 2016. ( 4 )Reflects options that vest in three equal annual installments on December 1, 2015, December 1, 2016 and December 1, 2017. ( 5 )Each restricted stock unit represents a contingent right to receive one share of Issuer common stock payable in common stock, cash or a combination thereof at the discretion of the Issuer's Compensation Committee.

Remarks: Title - Senior Vice President, Operations and Supply Chain

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).

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