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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Options (Right to Buy) | $ 38.17 (4) (5) | 11/03/2004(2)(3) | 11/03/2013 | Common Stock | 362,670 (1) (5) | 362,670 | D | ||||||||
| Stock Options (Right to Buy) | $ 26.05 (4) (13) | 12/10/2005(6) | 12/10/2014 | Common Stock | 362,670 (1) (13) | 362,670 | D | ||||||||
| Stock Options (Right to Buy) | $ 21.77 (4) (14) | 12/01/2007(7) | 12/01/2016 | Common Stock | 83,414 (1) (14) | 83,414 | D | ||||||||
| Stock Options (Right to Buy) | $ 25.79 (4) (15) | 11/30/2008(8) | 11/30/2017 | Common Stock | 78,336 (1) (15) | 78,336 | D | ||||||||
| Stock Options (Right to Buy) | $ 16 (4) (16) | 12/01/2009(9) | 12/01/2018 | Common Stock | 117,505 (1) (16) | 117,505 | D | ||||||||
| Stock Options (Right to Buy) | $ 21.45 (4) (17) | 12/01/2010(10) | 12/01/2019 | Common Stock | 108,801 (1) (17) | 108,801 | D | ||||||||
| Stock Options (Right to Buy) | $ 28.62 (4) (18) | 12/01/2011(11) | 12/01/2020 | Common Stock | 108,801 (1) (18) | 108,801 | D | ||||||||
| Stock Options (Right to Buy) | $ 27.94 (4) (19) | 12/01/2012(12) | 12/01/2021 | Common Stock | 95,744 (1) (19) | 95,744 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| NOGLOWS WILLIAM P C/O CABOT MICROELECTRONICS CORPORATION 870 COMMONS DRIVE AURORA, IL 60504 |
X | Chairman, President & CEO | ||
| /s/ H. Carol Bernstein (Power of Attorney) | 07/03/2012 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | As a result of a leveraged recapitalization of the Company via a special cash dividend (the "Dividend") of $15.00 per share declared on February 13, 2012 with a record date of February 23, 2012, a payable date of March 1, 2012 and an ex-dividend date of March 2, 2012, the option award was proportionally adjusted on March 2, 2012 to preserve its value in connection with the Dividend, as required by Section 8.6 of the Second Amended and Restated Cabot Microelectronics Corporation Equity Incentive Plan (EIP) and approved by the Compensation Committee of the Board of Directors of the Company. The number of stock options subject to each outstanding award was increased proportionately to preserve its value as a result of the Dividend. The number of stock options was increased by a factor of 1.45068 rounded down to the nearest whole option, which is a ratio of the Official Nasdaq Closing Price of $51.92 on March 1, 2012, the day immediately before the ex-dividend date, to the Official Nasdaq Opening Price of $35.79 on March 2, 2012, the ex-dividend date. The mandatory adjustments in connection with the Dividend were exempt from Section 16(b). |
| (2) | Pursuant to Second Amended and Restated Equity Incentive Plan (EIP) and Compensation Committee action 9/27/04, grant agreement amended to provide that Vesting Schedule is: 25% on 11/3/04 75% on 9/1/05 |
| (3) | Vesting Schedule: 25% 11/03/04 25% 11/03/05 25% 11/03/06 25% 11/03/07 |
| (4) | Required by Section 8.6 of the EIP and approved by the Compensation Committee of the Board of Directors of the Company, the exercise price of the option was proportionally adjusted on March 2, 2012 to preserve its value as a result of the leveraged recapitalization via the Dividend. The exercise price of each outstanding stock option was decreased by a factor of 0.68933 rounded up to the nearest whole cent, which is a ratio of the Official Nasdaq Opening Price of $35.79 on March 2, 2012, the ex-dividend date, to the Official Nasdaq Closing Price of $51.92 on March 1, 2012, the day immediately before the ex-dividend date. The mandatory adjustments in connection with the Dividend were exempt from Section 16(b). |
| (5) | This option, pursuant to the EIP, was previously reported by the reporting person as an option for 250,000 shares of common stock at an exercise price of $55.37. |
| (6) | Vesting Schedule: 25% 12/10/05 25% 12/10/06 25% 12/10/07 25% 12/10/08 |
| (7) | 2006 Stock Option Grant Award Vesting Schedule: 25% 12/1/07, 25% 12/1/08, 25% 12/1/09, 25% 12/1/10 |
| (8) | 2007 Stock Option Grant Award Vesting Schedule: 25% 11/30/08, 25% 11/30/09, 25% 11/30/10, 25% 11/30/11 |
| (9) | 2008 Stock Option Grant Award Vesting Schedule: 25% 12/1/2009, 25% 12/1/2010, 25% 12/1/2011, 25% 12/1/2012 |
| (10) | 2009 (FY10) Non-Qualified Stock Option Grant Vesting Schedule: 25% 12/1/2010, 25% 12/1/2011, 25% 12/1/2012, 25% 12/1/2013 |
| (11) | 2010 (FY11) Non-Qualified Stock Option Grant Vesting Schedule: 25% 12/1/2011, 25% 12/1/2012, 25% 12/1/2013, 25% 12/1/2014. |
| (12) | 2011 (FY12) Non-Qualified Stock Option Grant Vesting Schedule: 25% 12/1/2012, 25% 12/1/2013, 25% 12/1/2014, 25% 12/1/2015. |
| (13) | This option, pursuant to the EIP, was previously reported by the reporting person as an option for 250,000 shares of common stock at an exercise price of $37.78. |
| (14) | This option, pursuant to the EIP, was previously reported by the reporting person as an option for 57,500 shares of common stock at an exercise price of $31.57. |
| (15) | This option, pursuant to the EIP, was previously reported by the reporting person as an option for 54,000 shares of common stock at an exercise price of $37.40. |
| (16) | This option, pursuant to the EIP, was previously reported by the reporting person as an option for 81,000 shares of common stock at an exercise price of $23.21. |
| (17) | This option, pursuant to the EIP, was previously reported by the reporting person as an option for 75,000 shares of common stock at an exercise price of $31.11. |
| (18) | This option, pursuant to the EIP, was previously reported by the reporting person as an option for 75,000 shares of common stock at an exercise price of $41.51. |
| (19) | This option, pursuant to the EIP, was previously reported by the reporting person as an option for 66,000 shares of common stock at an exercise price of $40.52. |