ENTEGRIS INC — Director's Dealing 2021

Feb 23, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ENTEGRIS INC (ENTG)
CIK: 0001101302
Period of Report: 2021-02-19

Reporting Person: GRAVES GREGORY B (EVP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-19	Common Stock	A	8841	—	Acquired	55861	Direct
2021-02-19	Common Stock	F	4032	$105.57	Disposed	51829	Direct
2021-02-19	Common Stock	F	5568	$105.57	Disposed	46261	Direct
2021-02-19	Common Stock	M	12987	$21.60	Acquired	59248	Direct
2021-02-19	Common Stock	S	7103	$104.255	Disposed	52145	Direct
2021-02-19	Common Stock	S	5684	$105.185	Disposed	46461	Direct
2021-02-19	Common Stock	S	200	$105.578	Disposed	46261	Direct
2021-02-19	Common Stock	M	20410	$31.10	Acquired	66671	Direct
2021-02-19	Common Stock	S	9737	$104.223	Disposed	56934	Direct
2021-02-19	Common Stock	S	9477	$105.064	Disposed	47457	Direct
2021-02-19	Common Stock	S	1196	$105.535	Disposed	46261	Direct
2021-02-19	Common Stock	M	10123	$33.33	Acquired	56384	Direct
2021-02-19	Common Stock	S	6000	$104.277	Disposed	50384	Direct
2021-02-19	Common Stock	S	4123	$105.27	Disposed	46261	Direct
2021-02-22	Common Stock	S	7608	$103.47	Disposed	38653	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-19	Employee Stock Option (Right to Buy)	$21.6	M	12987	Disposed	2024-02-19	Common Stock (12987.0)	Direct
2021-02-19	Employee Stock Option (Right to Buy)	$31.1	M	20410	Disposed	2025-02-19	Common Stock (20410.0)	Direct
2021-02-19	Employee Stock Option (Right to Buy)	$33.33	M	10123	Disposed	2026-02-19	Common Stock (10123.0)	Direct

Footnotes

F1: Awarded in connection with the settlement of performance share units for the 2018-2020 performance cycle.

F2: Awarded pursuant to the Entegris, Inc. 2020 Stock Plan in consideration of services as an employee.

F3: Shares automatically withheld upon settlement of performance share units to satisfy tax withholding obligations.

F4: Shares automatically withheld upon settlement of restricted stock units to satisfy tax withholding obligations.

F5: These shares were sold pursuant to a Rule 10b-5 Trading Plan established by the Reporting Person on March 12, 2020.

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 $103.55 to $104.54, 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 $104.55 to $105.54, 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 $105.56 to $105.60, 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: 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 $103.51 to $104.50, 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.

F10: 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 $104.51 to $105.50, 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.

F11: 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 $105.51 to $105.59, 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.

F12: 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 $103.62 to $104.60, 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.

F13: 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 $104.65 to $105.57, 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.

F14: This option is fully vested.

F15: Awarded pursuant to the Entegris, Inc. 2010 Stock Plan, as amended, in consideration of services as an employee.

F16: 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.

F17: This option vests in four equal installments. The first two installments became exercisable on February 19, 2020 and February 19, 2021. The remaining installments will become exercisable on February 19, 2022 and February 19, 2023.