Sec Form 4 Filing - AVRIN WILLIAM N @ CYTEC INDUSTRIES INC/DE/ - 2015-11-30

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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
AVRIN WILLIAM N
2. Issuer Name and Ticker or Trading Symbol
CYTEC INDUSTRIES INC/DE/ [ CYT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
VP Corp & Bus Development
(Last) (First) (Middle)
FIVE GARRET MOUNTAIN PLAZA
3. Date of Earliest Transaction (MM/DD/YY)
11/30/2015
(Street)
WOODLAND PARK, NJ07424
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 12/09/2015 D 30,076 D $ 75.25 ( 1 ) 0 D
Common Stock 11/30/2015( 2 ) A 369 A $ 0 ( 2 ) 15,573 I Savings Plan
Common Stock 12/09/2015 D 15,573 D $ 75.25 ( 1 ) 0 I Savings Plan
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
Deferred Stock Award ( 3 ) 12/09/2015 D 11,149.616 ( 3 ) ( 3 ) Common Stock 11,149.616 $ 75.25 ( 3 ) 0 D
Option Right to buy $ 25.745 12/09/2015 D 26,118 ( 4 ) 01/25/2021( 4 ) Common Stock 26,118 $ 49.505 ( 4 ) 0 D
Option Right to buy $ 44.54 12/09/2015 D 18,048 ( 4 ) 01/25/2025( 4 ) Common Stock 18,048 $ 30.71 ( 4 ) 0 D
Option Right to buy $ 18.795 12/09/2015 D 35,250 ( 4 ) 01/27/2020( 4 ) Common Stock 35,250 $ 56.455 ( 4 ) 0 D
Option Right to buy $ 11.225 12/09/2015 D 48,400 ( 4 ) 01/28/2019( 4 ) Common Stock 48,400 $ 64.025 ( 4 ) 0 D
Option Right to buy $ 44.135 12/09/2015 D 15,372 ( 4 ) 01/28/2024( 4 ) Common Stock 15,372 $ 31.115 ( 4 ) 0 D
Option Right to buy $ 25.165 12/09/2015 D 24,288 ( 4 ) 01/29/2022( 4 ) Common Stock 24,288 $ 50.085 ( 4 ) 0 D
Option Right to buy $ 36.535 12/09/2015 D 18,208 ( 4 ) 01/29/2023( 4 ) Common Stock 18,208 $ 38.715 ( 4 ) 0 D
Restricted Stock Unit $ 0 12/09/2015 D 2,010 01/26/2018( 5 ) ( 5 ) Common Stock 2,010 $ 75.25 ( 5 ) 0 D
Restricted Stock Unit $ 0 12/09/2015 D 1,954 01/29/2017( 5 ) ( 5 ) Common Stock 1,954 $ 75.25 ( 5 ) 0 D
Restricted Stock Unit $ 0 12/09/2015 D 2,314 01/30/2016( 5 ) ( 5 ) Common Stock 2,314 $ 75.25 ( 5 ) 0 D
Stock Appreciation Right $ 26.24 12/09/2015 D 36,500 ( 4 ) 01/28/2018( 4 ) Common Stock 36,500 $ 49.01 ( 4 ) 0 D
Stock Appreciation Right $ 29.11 12/09/2015 D 13,500 ( 4 ) 01/30/2017( 4 ) Common Stock 13,500 $ 46.14 ( 4 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
AVRIN WILLIAM N
FIVE GARRET MOUNTAIN PLAZA
WOODLAND PARK, NJ07424
VP Corp & Bus Development
Signatures
Thomas Irwin, Attorney in Fact 12/11/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the Agreement and Plan of Merger by and among Cytec Industries Inc., Solvay SA and Tulip Acquisition Inc. dated as of July 28, 2015 (as amended, the "Merger Agreement"), each of these shares was cancelled at the effective time of the merger and converted into the right to receive $75.25 in cash , less any applicable tax withholding.
( 2 )Number of shares allocated to employee's account under the Cytec Employees' Saving Plan by reason of employee and employer contributions, employee transfers and dividend reinvestments made during the period of January 1-November 30, 2015. Per share prices range from $42.99 (low) to $74.87 (high).
( 3 )Pursuant to the Merger Agreement, each right to receive shares of our common stock on a deferred basis ("Deferred Stock Award"), was cancelled and converted into a right to receive an amount in cash equal to the product obtained by multiplying (a) the number of shares underlying the Deferred Stock Award, by (b) the merger consideration of $75.25, less any applicable tax withholding payable at various times in the future depending on the recipient's previous deferral elections, but not before July 1, 2016.
( 4 )Pursuant to the Merger Agreement, each outstanding and unexercised option or stock appreciation right ("SAR"), as applicable, whether vested or unvested, was cancelled at the effective time of the merger in exchange for cash equal to the product obtained by multiplying (a) the number of shares underlying such option or SAR, as applicable, by (b) the excess, if any, of the per share value of the merger consideration of $75.25 over the per share exercise price of the option or SAR, as applicable, less any applicable tax withholding.
( 5 )Pursuant to the Merger Agreement, each outstanding restricted stock unit ("RSU"), was cancelled at the effective time of the merger and converted into the right to receive an amount in cash equal to the product obtained by multiplying (a) the number of shares of underlying such RSU, by (b) the merger consideration of $75.25, less any applicable tax withholding payable without interest on the scheduled vesting date of the RSU, or earlier in some circumstances.

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