Ernest C. Kremling II Form 4 KMG CHEMICALS / Ernest C. Kremling II 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

X

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^*

Kremling Ernest C. II

(Last) (First) (Middle)

12709 VINO DRIVE

(Street)

FORT WORTH TX 76126

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
KMG CHEMICALS INC [ KMG ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Vice President of Operations

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2018

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	11/15/2018		D		59,713	D	(1)	0	D
Common Stock	11/15/2018		D		10,242	D	(2)	0	I	by Deferred Compensation Plan

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
Performance Stock Awards	$0	11/15/2018		D			2	(3)	(3)	Common Stock	28,075	$0	0	D
Time Stock Award	$0	11/15/2018		D			1	(4)	(4)	Common Stock	5,221	$0	0	D

Explanation of Responses:

1. Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 14, 2018, by and among KMG Chemicals, Inc. ("KMG"), Cabot Microelectronics Corporation ("Cabot Microelectronics") and Cobalt Merger Sub Corporation, in exchange for 11,942 shares of Cabot Microelectronics common stock and $3,323,090 in cash consideration at the Effective Time of the merger.

2. Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 14, 2018, by and among KMG Chemicals, Inc. ("KMG"), Cabot Microelectronics Corporation ("Cabot Microelectronics") and Cobalt Merger Sub Corporation, in exchange for 2,048 shares of Cabot Microelectronics common stock and $570,008 in cash consideration at the Effective Time of the merger.

3. Pursuant to the Merger Agreement, the restricted stock unit awards which were granted prior to August 14, 2018 and which expire 7/31/19 and 7/31/20, fully vested and were cancelled and converted in the merger in exchange for 5,615 shares of Cabot Microelectronics common stock and $1,562,374 in cash consideration at the Effective Time of the merger, which is the right to receive the merger consideration in respect of each share of KMG common stock underlying the applicable restricted stock united award.

4. Pursuant to the Merger Agreement, the restricted stock unit award which was granted on or following August 14, 2018, was assumed by Cabot Microelectronics and converted into a restricted stock unit award relating to a number of shares of Cabot Microelectronics common stock (rounded to the nearest whole share) equal to (i) the number of shares of KMG common stock subject to such KMG restricted stock unit award immediately prior to the effective time, multiplied by (ii) the "equity award exchange ratio" (defined below). The assumed restricted stock unit awards will be subject to the same terms and conditions as were applicable to the corresponding KMG equity award immediately prior to the effective time (including vesting terms). The "equity award exchange ratio" means the sum of (a) 0.2000 and (b) the quotient (rounded to four decimal places) obtained by dividing (x) $55.65 by (y) the volume weighted average price per share (calculated to the nearest one-hundredth of one cent) of Cabot

	Ernest C Kremling II	11/16/2018
	** 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.