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 OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

Werth Dennis L
2. Issuer Name and Ticker or Trading Symbol

MKS INSTRUMENTS INC [ MKSI ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Sr. VP, Business Units
(Last)          (First)          (Middle)

2 TECH DRIVE, SUITE 201
3. Date of Earliest Transaction (MM/DD/YYYY)

2/15/2018
(Street)

ANDOVER, MA 01810
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   2/15/2018     M    2085   A   (1) 2085   D    
Common Stock   2/15/2018     M    1723   A   (1) 3808   D    
Common Stock   2/15/2018     M    142   A   (1) 3950   D    
Common Stock   2/15/2018     M    2013   A   (1) 5963   D    
Common Stock   2/15/2018     M    2034   A   (1) 7997   D    
Common Stock   2/15/2018     M    4058   A   (1) 12055   D    
Common Stock   2/15/2018     M    1098   A   (1) 13153   D    
Common Stock   2/15/2018     F (2)    5204   D $111.10   7949   D    
Common Stock                  7995.437   I   By The Werth Family Trust  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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
Restricted Stock Unit     (1) 2/15/2018     A      4725.473         (3)   (3) Common Stock   4725.473     (1) 10909.543   D    
Restricted Stock Unit     (1) 2/15/2018     A      3150.315         (4)   (4) Common Stock   3150.315     (1) 19967.59   D    
Restricted Stock Unit     (1) 2/15/2018     M         2085      (5)   (5) Common Stock   2085     (1) 8197.07   D    
Restricted Stock Unit     (1) 2/15/2018     M         1723      (6)   (6) Common Stock   1723     (1) 24149.275   D    
Restricted Stock Unit     (1) 2/15/2018     M         142      (6)   (6) Common Stock   142     (1) 24007.275   D    
Restricted Stock Unit     (1) 2/15/2018     M         2013      (7)   (7) Common Stock   2013     (1) 6184.07   D    
Restricted Stock Unit     (1) 2/15/2018     M         2034      (8)   (8) Common Stock   2034     (1) 21973.275   D    
Restricted Stock Unit     (1) 2/15/2018     M         4058      (9)   (9) Common Stock   4058     (1) 17915.275   D    
Restricted Stock Unit     (1) 2/15/2018     M         1098      (9)   (9) Common Stock   1098     (1) 16817.275   D    

Explanation of Responses:
(1)  Each restricted stock unit represents the contingent right to receive one share of common stock of MKS Instruments, Inc.
(2)  This transaction was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the reporting person.
(3)  These RSUs are subject to the achievement of performance criteria determined in the first year of grant and thereafter vest in three equal annual installments beginning on February 15, 2019, provided that if, in any vesting year, February 15th is not a business day, such vesting shall occur on the next business day.
(4)  These RSUs vest in three equal annual installments commencing on February 15, 2019, provided that if, in any vesting year, February 15th is not a business day, such vesting shall occur on the next business day.
(5)  These RSUs are subject to the achievement of performance criteria determined in the first year of grant and thereafter vest in three equal annual installments beginning on February 15, 2018, provided that if, in any vesting year, February 15th is not a business day, such vesting shall occur on the next business day.
(6)  These RSUs vest in three equal annual installments commencing on February 15, 2018, provided that if, in any vesting year, February 15th is not a business day, such vesting shall occur on the next business day.
(7)  These RSUs are subject to the achievement of performance criteria determined in the first year of grant and thereafter vest in three equal annual installments beginning on February 15, 2017, provided that if, in any vesting year, February 15th is not a business day, such vesting shall occur on the next business day.
(8)  These RSUs vest in three equal annual installments commencing on February 15, 2017, provided that if, in any vesting year, February 15th is not a business day, such vesting shall occur on the next business day.
(9)  These RSUs vest in three annual installments as follows: 20% of the RSUs vests on February 15, 2017, 30% of the RSUs vests on February 15, 2018 and the remaining 50% of the RSUs vests on February 15, 2019, provided that if, in any vesting year, February 15th is not a business day, such vesting shall occur on the next business day.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Werth Dennis L
2 TECH DRIVE
SUITE 201
ANDOVER, MA 01810


Sr. VP, Business Units

Signatures
/s/ M. Kathryn Rickards, attorney-in-fact 2/16/2018
** Signature of Reporting Person Date


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 control number.
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