Sec Form 4 Filing - Wang David H @ ACM Research, Inc. - 2020-08-05

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Wang David H 2. Issuer Name and Ticker or Trading Symbol ACM Research, Inc. [ ACMR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) See remarks (Last) (First) (Middle) C/O ACM RESEARCH, INC., 42307 OSGOOD ROAD, SUITE I 3. Date of Earliest Transaction (MM/DD/YY) 08/05/2020 (Street) FREMONT, CA94539 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 Class A Common Stock $ 22.07 08/05/2020 A 181,799 ( 1 )( 2 ) 03/19/2030 Class A Common Stock 181,799 $ 0 181,799 D

Reporting Owners Reporting Owner Name / Address Relationships Direct or 10% Owner Officer Other Wang David H C/O ACM RESEARCH, INC. 42307 OSGOOD ROAD, SUITE I FREMONT, CA94539 X X See remarks Signatures /s/ Mark L. Johnson, Attorney-in-Fact for David H. Wang 08/07/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On March 20, 2020, the reporting person was granted options to purchase an aggregate of 545,399 shares of the Issuer's Class A common stock, based on the satisfaction of certain performance criteria. In general, one-third of the shares subject to the options vest and become exercisable upon an increase in the Issuer's market capitalization (calculated as described in footnote 2) of $1 billion, $2 billion and $3 billion, respectively, from the market capitalization of $553,383,586 on the date of grant. An initial 181,799 shares vested and became exercisable on August 5, 2020, which was the first trading day as of which the Issuer's market capitalization equaled or exceeded $1,553,383,586. The remaining shares will vest and become exercise in two equal installments upon the first trading days, if any, on which the Issuer's market capitalization equals or exceeds $2,553,383,586 and $3,553,383,586, respectively. ( 2 )For purposes of the options, the market capitalization as of a specified trading day is calculated by multiplying (a) the average of the daily volume-weighted average price per share of the Issuer's Class A common stock for each of the trading days occurring during the thirty calendar day period ending on that specified trading day by (b) the total number of issued and outstanding shares of the Issuer's Class A and Class B common stock as of 11:59 p.m. (Eastern time) on such specified trading day.

Remarks: Chief Executive Officer, President and Director

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 Number.