SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Rice Susan G.
(Last) (First) (Middle)
C/O ENTEGRIS, INC.
129 CONCORD ROAD
(Street)
BILLERICA MA 01821
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ENTEGRIS INC [ ENTG ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP, Global Human Resources
3. Date of Earliest Transaction (Month/Day/Year)
02/16/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
 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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 02/16/2024 F 1,419(1) D $136.81 42,931.004 D
Common Stock 02/16/2024 M 8,660 A $31.1 51,591.004 D
Common Stock 02/16/2024 S 8,660 D $135.92(2) 42,931.004 D
Common Stock 02/16/2024 M 8,858 A $33.33 51,789.004 D
Common Stock 02/16/2024 S 8,858 D $135.81(3) 42,931.004 D
Common Stock 02/20/2024 A 2,248(4) A $0(5) 45,179.004 D
Common Stock 02/20/2024 F 997(6) D $136.81 44,182.004 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 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: 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
Employee Stock Option (Right to Buy) $31.1 02/16/2024 M 8,660 (7) 02/19/2025 Common Stock 8,660 $0(8) 0 D
Employee Stock Option (Right to Buy) $33.33 02/16/2024 M 8,858 (7) 02/19/2026 Common Stock 8,858 $0(8) 8,858 D
Explanation of Responses:
1. Shares automatically withheld upon settlement of restricted stock units to satisfy tax withholding obligations.
2. 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 $135.83 to $135.96, 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.
3. 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 $135.76 to $135.92, 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.
4. Awarded in connection with the settlement of performance share units for the 2021-2023 performance cycle.
5. Awarded pursuant to the Entegris, Inc. 2020 Stock Plan in consideration of services as an employee.
6. Shares automatically withheld upon settlement of performance share units to satisfy tax withholding obligations.
7. This option is fully vested.
8. Awarded pursuant to the Entegris, Inc. 2010 Stock Plan in consideration of services as an employee.
Remarks:
/s/ Joseph Colella, Attorney-In-Fact for Susan G. Rice 02/21/2024
** 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 Number.
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