MKS Instruments Form 4 / GERARD G COLELLA ownership change

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).

1. Name and Address of Reporting Person^*

COLELLA GERARD G

(Last)

(First)

(Middle)

C/O MKS INSTRUMENTS, INC.

2 TECH DRIVE, SUITE 201

(Street)

ANDOVER

01810

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MKS INSTRUMENTS INC [ MKSI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/02/2020

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/02/2020		M		8,574.454	A	⁽¹⁾	10,565.04	D
Common Stock	07/02/2020		M		7,085.573	A	⁽¹⁾	17,650.613	D
Common Stock	07/02/2020		M		6,607	A	⁽¹⁾	24,257.613	D
Common Stock	07/02/2020		M		6,606.066	A	⁽¹⁾	30,863.679	D
Common Stock	07/02/2020		M		5,038	A	⁽¹⁾	35,901.679	D
Common Stock	07/02/2020		M		5,037.575	A	⁽¹⁾	40,939.254	D
Common Stock	07/02/2020		M		7,260.921	A	⁽¹⁾	48,200.175	D
Common Stock	07/02/2020		M		7,260.921	A	⁽¹⁾	55,461.096	D
Common Stock	07/02/2020		M		7,551.917	A	⁽¹⁾	63,013.013	D
Common Stock	07/02/2020		M		7,551.917	A	⁽¹⁾	70,564.93	D
Common Stock	07/02/2020		M		7,550.917	A	⁽¹⁾	78,115.847	D
Common Stock	07/02/2020		F⁽²⁾		32,316	D	$113.79	45,799.847	D
Common Stock								40,800	I	By The Gerald G. Colella 2018 Grantor Trust
Common Stock								44,786	I	By The Gerald G. Colella Living Trust

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	⁽¹⁾	07/02/2020		M			8,574.454	⁽³⁾⁽⁴⁾	⁽³⁾⁽⁴⁾	Common Stock	8,574.454	⁽¹⁾	67,550.807	D
Restricted Stock Unit	⁽¹⁾	07/02/2020		M			7,085.573	⁽⁴⁾⁽⁵⁾	⁽⁴⁾⁽⁵⁾	Common Stock	7,085.573	⁽¹⁾	60,465.234	D
Restricted Stock Unit	⁽¹⁾	07/02/2020		M			6,607	⁽⁴⁾⁽⁶⁾	⁽⁴⁾⁽⁶⁾	Common Stock	6,607	⁽¹⁾	53,858.234	D
Restricted Stock Unit	⁽¹⁾	07/02/2020		M			6,606.066	⁽⁴⁾⁽⁷⁾	⁽⁴⁾⁽⁷⁾	Common Stock	6,606.066	⁽¹⁾	47,252.168	D
Restricted Stock Unit	⁽¹⁾	07/02/2020		M			5,038	⁽⁴⁾⁽⁸⁾	⁽⁴⁾⁽⁸⁾	Common Stock	5,038	⁽¹⁾	42,214.168	D
Restricted Stock Unit	⁽¹⁾	07/02/2020		M			5,037.575	⁽⁴⁾⁽⁹⁾	⁽⁴⁾⁽⁹⁾	Common Stock	5,037.575	⁽¹⁾	37,176.593	D
Restricted Stock Unit	⁽¹⁾	07/02/2020		M			7,260.921	⁽⁴⁾⁽¹⁰⁾	⁽⁴⁾⁽¹⁰⁾	Common Stock	7,260.921	⁽¹⁾	29,915.672	D
Restricted Stock Unit	⁽¹⁾	07/02/2020		M			7,260.921	⁽⁴⁾⁽¹¹⁾	⁽⁴⁾⁽¹¹⁾	Common Stock	7,260.921	⁽¹⁾	22,654.751	D
Restricted Stock Unit	⁽¹⁾	07/02/2020		M			7,551.917	⁽⁴⁾⁽¹²⁾	⁽⁴⁾⁽¹²⁾	Common Stock	7,551.917	⁽¹⁾	15,102.834	D
Restricted Stock Unit	⁽¹⁾	07/02/2020		M			7,551.917	⁽⁴⁾⁽¹³⁾	⁽⁴⁾⁽¹³⁾	Common Stock	7,551.917	⁽¹⁾	7,550.917	D
Restricted Stock Unit	⁽¹⁾	07/02/2020		M			7,550.917	⁽⁴⁾⁽¹⁴⁾	⁽⁴⁾⁽¹⁴⁾	Common Stock	7,550.917	⁽¹⁾	0	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. Shares used to satisfy taxes. This transaction was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the reporting person.

3. These RSUs were awarded on February 15, 2017 and were subject to the achievement of performance criteria determined in the first year of grant. These RSUs were scheduled to vest on February 18, 2020.

4. On January 1, 2020, Mr. Colella retired from the Company and pursuant to the terms of his RSU Agreement, these RSUs fully vested on that date but were not distributable until July 2, 2020 in accordance with Internal Revenue Code Section 409A.

5. These RSUs were awarded on February 15, 2017. These RSUs were scheduled to vest on February 18, 2020.

6. These RSUs were awarded on February 15, 2018 and were subject to the achievement of performance criteria determined in the first year of grant. These RSUs were scheduled to vest on February 18, 2020.

7. These RSUs were awarded on February 15, 2018 and were subject to the achievement of performance criteria determined in the first year of grant. These RSUs were scheduled to vest on February 16, 2021.

8. These RSUs were awarded on February 15, 2018. These RSUs were scheduled to vest on February 18, 2020.

9. These RSUs were awarded on February 15, 2018. These RSUs were scheduled to vest on February 16, 2021.

10. These RSUs were awarded on February 15, 2019 and were subject to the achievement of performance criteria determined in the first year of grant. These RSUs were scheduled to vest on February 16, 2021.

11. These RSUs were awarded on February 15, 2019 and were subject to the achievement of performance criteria determined in the first year of grant. These RSUs were scheduled to vest on February 15, 2022.

12. These RSUs were awarded on February 15, 2019. These RSUs were scheduled to vest on February 18, 2020.

13. These RSUs were awarded on February 15, 2019. These RSUs were scheduled to vest on February 16, 2021.

14. These RSUs were awarded on February 15, 2019. These RSUs were scheduled to vest on February 15, 2022.

	/s/ M. Kathryn Rickards, attorney-in-fact	07/03/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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MKS Instruments (MKSI) Form 4MKS INSTRUMENTS / GERARD G COLELLA ownership change