Michael W Valente Form 4 Versum Materials / Michael W Valente 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^*

Valente Michael W

(Last) (First) (Middle)

VERSUM MATERIALS, INC.

7201 HAMILTON BOULEVARD

(Street)

ALLENTOWN PA 18195

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Versum Materials, Inc. [ VSM ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/03/2016

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

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
Stock Option (Right to Buy)	$25.84	10/03/2016		A(1)		3,225		(2)	06/01/2025	Common Stock	3,225	$0.00	3,225	D
Restricted Stock Units	(3)	10/03/2016		A(1)		965		06/01/2019	06/01/2019	Common Stock	965	$0.00	965	D
Restricted Stock Units	(3)	10/03/2016		A(1)		2,632		12/01/2019	12/01/2019	Common Stock	2,632	$0.00	2,632	D

Explanation of Responses:

1. Reflects equity awards granted by Air Products and Chemicals, Inc. ("Air Products") that have been converted into equity awards of the Issuer in connection with the spin-off of the Issuer from Air Products.

2. Reflects options that vest in three equal annual installments on June 1, 2016, June 1, 2017 and June 1, 2018.

3. Each restricted stock unit represents a contingent right to receive one share of Issuer common stock payable in common stock, cash or a combination thereof at the discretion of the Issuer's Compensation Committee.

Remarks:

Title - Senior Vice President Law and Human Resources, General Counsel, and Secretary

	/s/ Scott J. Depta, as attorney-in-fact	10/05/2016
	** 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).
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