ENTEGRIS INC — Director's Dealing 2021

Apr 7, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ENTEGRIS INC (ENTG)
CIK: 0001101302
Period of Report: 2021-04-05

Reporting Person: LOY BERTRAND (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-04-05	Common Stock	M	139992	$21.60	Acquired	640898	Direct
2021-04-05	Common Stock	M	81132	$31.10	Acquired	722030	Direct
2021-04-05	Common Stock	M	57570	$33.33	Acquired	779600	Direct
2021-04-05	Common Stock	M	21750	$55.72	Acquired	801350	Direct
2021-04-05	Common Stock	S	33663	$119.447	Disposed	767687	Direct
2021-04-05	Common Stock	S	196476	$120.525	Disposed	571211	Direct
2021-04-05	Common Stock	S	49326	$121.209	Disposed	521885	Direct
2021-04-05	Common Stock	S	14264	$122.197	Disposed	507621	Direct
2021-04-05	Common Stock	S	2863	$123.264	Disposed	504758	Direct
2021-04-05	Common Stock	S	1452	$125.008	Disposed	503306	Direct
2021-04-05	Common Stock	S	2400	$125.991	Disposed	500906	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-04-05	Employee Stock Option (Right to Buy)	$21.6	M	139992	Disposed	2024-02-19	Common Stock (139992.0)	Direct
2021-04-05	Employee Stock Option (Right to Buy)	$31.1	M	81132	Disposed	2025-02-19	Common Stock (81132.0)	Direct
2021-04-05	Employee Stock Option (Right to Buy)	$33.33	M	57570	Disposed	2026-02-19	Common Stock (57570.0)	Direct
2021-04-05	Employee Stock Option (Right to Buy)	$55.72	M	21750	Disposed	2027-02-19	Common Stock (21750.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	192888	Indirect

Footnotes

F1: These shares were sold pursuant to a Rule 10b5-1 Trading Plan established by the Reporting Person on March 4, 2021.

F2: The price reported in column 4 is a weighted average price reported in reliance on a letter from the Office of Chief Counsel, Securities and Exchange Commission's Division of Corporate Finance to the Society of Corporate Governance Professionals dated June 25, 2008. These shares were sold in multiple transactions at prices ranging from $118.925 to $119.92, inclusive. The reporting person undertakes to provide Entegris, Inc., any shareholder of Entegris, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

F3: The price reported in column 4 is a weighted average price reported in reliance on a letter from the Office of Chief Counsel, Securities and Exchange Commission's Division of Corporate Finance to the Society of Corporate Governance Professionals dated June 25, 2008. These shares were sold in multiple transactions at prices ranging from $119.925 to $120.92, inclusive. The reporting person undertakes to provide Entegris, Inc., any shareholder of Entegris, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

F4: The price reported in column 4 is a weighted average price reported in reliance on a letter from the Office of Chief Counsel, Securities and Exchange Commission's Division of Corporate Finance to the Society of Corporate Governance Professionals dated June 25, 2008. These shares were sold in multiple transactions at prices ranging from $120.925 to $121.92, inclusive. The reporting person undertakes to provide Entegris, Inc., any shareholder of Entegris, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

F5: The price reported in column 4 is a weighted average price reported in reliance on a letter from the Office of Chief Counsel, Securities and Exchange Commission's Division of Corporate Finance to the Society of Corporate Governance Professionals dated June 25, 2008. These shares were sold in multiple transactions at prices ranging from $121.93 to $122.90, inclusive. The reporting person undertakes to provide Entegris, Inc., any shareholder of Entegris, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

F6: The price reported in column 4 is a weighted average price reported in reliance on a letter from the Office of Chief Counsel, Securities and Exchange Commission's Division of Corporate Finance to the Society of Corporate Governance Professionals dated June 25, 2008. These shares were sold in multiple transactions at prices ranging from $122.93 to $123.87, inclusive. The reporting person undertakes to provide Entegris, Inc., any shareholder of Entegris, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

F7: The price reported in column 4 is a weighted average price reported in reliance on a letter from the Office of Chief Counsel, Securities and Exchange Commission's Division of Corporate Finance to the Society of Corporate Governance Professionals dated June 25, 2008. These shares were sold in multiple transactions at prices ranging from $124.60 to $125.575, inclusive. The reporting person undertakes to provide Entegris, Inc., any shareholder of Entegris, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

F8: The price reported in column 4 is a weighted average price reported in reliance on a letter from the Office of Chief Counsel, Securities and Exchange Commission's Division of Corporate Finance to the Society of Corporate Governance Professionals dated June 25, 2008. These shares were sold in multiple transactions at prices ranging from $125.65 to $126.345, inclusive. The reporting person undertakes to provide Entegris, Inc., any shareholder of Entegris, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

F9: This option is fully vested.

F10: This option vests in four equal installments. The first three installments became exercisable on February 19, 2019, February 19, 2020, and February 19, 2021, respectively. The final installment will become exercisable on February 19, 2022.

F11: This option vests in four equal installments. The first two installments became exercisable on February 19, 2020 and February 19, 2021. The remaining two installments will become exercisable on February 19, 2022 and February 19, 2023.

F12: This option vests in four equal installments. The first installment became exercisable on February 19, 2021. The remaining installments will become exercisable on February 19, 2022, February 19, 2023 and February 19, 2024, respectively.