Bagshaw Seth H Form 4 MKS INSTRUMENTS / SETH H BAGSHAW 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^*

BAGSHAW SETH H

(Last) (First) (Middle)

2 TECH DRIVE, SUITE 201

(Street)

ANDOVER MA 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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Sr. VP, CFO & Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2018

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	02/15/2018		M		5,234.128	A	(1)	17,000.448	D
Common Stock	02/15/2018		M		3,782.518	A	(1)	20,782.966	D
Common Stock	02/15/2018		M		6,914	A	(1)	27,696.966	D
Common Stock	02/15/2018		M		4,515	A	(1)	32,211.966	D
Common Stock	02/15/2018		M		3,574	A	(1)	35,785.966	D
Common Stock	02/15/2018		M		2,954	A	(1)	38,739.966	D
Common Stock	02/15/2018		F(2)		10,671	D	$111.1	28,068.966	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
Restricted Stock Unit	(1)	02/15/2018		A		10,126.013		(3)	(3)	Common Stock	10,126.013	(1)	24,189.312	D
Restricted Stock Unit	(1)	02/15/2018		A		5,850.585		(4)	(4)	Common Stock	5,850.585	(1)	16,275.271	D
Restricted Stock Unit	(1)	02/15/2018		M			5,234.128	(5)	(5)	Common Stock	5,234.128	(1)	24,551.299	D
Restricted Stock Unit	(1)	02/15/2018		M			3,782.518	(6)	(6)	Common Stock	3,782.518	(1)	17,893.686	D
Restricted Stock Unit	(1)	02/15/2018		M			6,914	(7)	(7)	Common Stock	6,914	(1)	17,637.299	D
Restricted Stock Unit	(1)	02/15/2018		M			4,515	(8)	(8)	Common Stock	4,515	(1)	13,378.686	D
Restricted Stock Unit	(1)	02/15/2018		M			3,574	(9)	(9)	Common Stock	3,574	(1)	14,063.299	D
Restricted Stock Unit	(1)	02/15/2018		M			2,954	(10)	(10)	Common Stock	2,954	(1)	10,424.686	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. This transaction was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the reporting person.

3. These RSUs are subject to the achievement of performance criteria determined in the first year of grant and thereafter vest in three equal annual installments beginning on February 15, 2019, provided that if, in any vesting year, February 15th is not a business day, such vesting shall occur on the next business day.

4. These RSUs vest in three equal annual installments commencing on February 15, 2019, provided that if, in any vesting year, February 15th is not a business day, such vesting shall occur on the next business day.

5. These RSUs are subject to the achievement of performance criteria determined in the first year of grant and thereafter vest in three equal annual installments beginning on February 15, 2016, provided that if, in any vesting year, February 15th is not a business day, such vesting shall occur on the next business day.

6. These RSUs vest in three equal annual installments commencing on February 15, 2016, provided that if, in any vesting year, February 15th is not a business day, such vesting shall occur on the next business day.

7. These RSUs are subject to the achievement of performance criteria determined in the first year of grant and thereafter vest in three equal annual installments beginning on February 15, 2017, provided that if, in any vesting year, February 15th is not a business day, such vesting shall occur on the next business day.

8. These RSUs vest in three equal annual installments commencing on February 15, 2017, provided that if, in any vesting year, February 15th is not a business day, such vesting shall occur on the next business day.

9. These RSUs are subject to the achievement of performance criteria determined in the first year of grant and thereafter vest in three equal annual installments beginning on February 15, 2018, provided that if, in any vesting year, February 15th is not a business day, such vesting shall occur on the next business day.

10. These RSUs vest in three equal annual installments commencing on February 15, 2018, provided that if, in any vesting year, February 15th is not a business day, such vesting shall occur on the next business day.

	/s/ M. Kathryn Rickards, attorney-in-fact	02/16/2018
	** Signature of Reporting Person	Date
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