Statement of Changes in Beneficial Ownership (4)
December 03 2015 - 5:47PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Hui Richard
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2. Issuer Name
and
Ticker or Trading Symbol
CABOT MICROELECTRONICS CORP
[
CCMP
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
VP, Global Sales
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(Last)
(First)
(Middle)
C/O CABOT MICROELECTRONICS CORPORATION, 870 N. COMMONS DRIVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/1/2015
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(Street)
AURORA, IL 60504
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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12/1/2015
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M
(1)
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230
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A
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$27.94
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230
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D
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Common Stock
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12/1/2015
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D
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230
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D
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$42.44
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0
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D
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Common Stock
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12/1/2015
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M
(2)
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77
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A
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$0
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77
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D
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Common Stock
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12/1/2015
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D
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77
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D
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$42.44
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Phantom Stock
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$27.94
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12/1/2015
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M
(1)
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230
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12/1/2012
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12/1/2015
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Common Stock
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230
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$0
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0
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D
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Phantom Stock
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$0
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12/1/2015
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M
(2)
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77
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12/1/2013
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12/1/2016
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Common Stock
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77
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$0
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0
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D
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Explanation of Responses:
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(
1)
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All Restricted Covered Appreciation Rights entitle the holder to earn cash payments equal to the sum of: (1) number of Covered Company Shares (per Vesting Date) multiplied by the difference between the trading price of one share of common stock ("Stock") of Cabot Microelectronics Corporation (the "Company") and the applicable conversion price. The original vesting schedule for these Covered Company Shares is 25% quarterly per year beginning on the first anniversary of grant date 12/01/2011. As soon as reasonably practicable following the applicable Vesting Date, the holder receives a cash payment equal to the sum of: (a) the number of vested Covered Company Shares multiplied by (b) the difference (if any) between (i) the closing price of one share of the Company Stock as reflected on the National Association of Securities Dealers Automated Quotations ("NASDAQ") national stock exchange on the applicable Vesting Date (or if the NASDAQ national stock exchange is closed on the applicable Vesting Date, the first subsequent trading day), and (ii) the application conversion price. Each share of phantom stock was the economic equivalent of one share of Company Stock: they are only able to be cash settled. The reporting person is filing this report on Form 4 for disclosure purposes only. The original vesting schedule for these Covered Company Shares was 25% quarterly per year beginning on the first anniversary of grant date 12/01/2011.
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(
2)
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All Restricted Covered Units entitle the holder to earn cash payments equal to the number of Restricted Covered Units (per Vesting Date) multiplied by the trading price of one share of Stock of the Company. The original vesting schedule for these Restricted Covered Units was 25% quarterly per year beginning on the first anniversary of grant date 12/01/2011. As soon as reasonably practicable following the applicable Vesting Date, the holder receives a cash payment equal to the number of vested Restricted Covered Units multiplied by the closing price of one share of the Company's Stock as reflected on the NASDAQ on the applicable Vesting Date (or if the NASDAQ national stock exchange is closed on the applicable Vesting Date, the first subsequent trading day). Each share of phantom stock was the economic equivalent of one share of Company Stock: they are only able to be cash settled. The original vesting schedule for these Restricted Covered Units was 25% per year beginning on the first anniversary of grant date 12/1/2011.
The reporting person is filing this report on Form 4 for disclosure purposes only.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Hui Richard
C/O CABOT MICROELECTRONICS CORPORATION
870 N. COMMONS DRIVE
AURORA, IL 60504
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VP, Global Sales
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Signatures
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/s/ H. Carol Bernstein (Power of Attorney)
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12/3/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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