Jessica D Feather-Bowman Form 4 Versum Materials / Jessica D Feather-Bowman 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^*

Feather-Bowman Jessica D

(Last) (First) (Middle)

VERSUM MATERIALS, INC.

8555 SOUTH RIVER PARKWAY

(Street)

TEMPE AZ 85284

(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)
VP, Controller and PAO

3. Date of Earliest Transaction (Month/Day/Year)
05/29/2018

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	05/29/2018		A(1)		9.89	A	$0	8,410.286	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
Market Share Units	(2)	05/29/2018		A(2)		2.549		(2)	(2)	Common Stock	2.549	$0	1,651.929(3)	D
Market Share Units	(4)	05/29/2018		A(4)		1.495		(4)	(4)	Common Stock	1.495	$0	968.833(3)	D

Explanation of Responses:

1. Represents dividend equivalent rights that accrued with respect to restricted stock unit awards previously reported under Table 1, which were granted pursuant to the Versum Materials, Inc. Long-Term Incentive Plan and the terms of the applicable award agreement, and will vest with the restricted stock units to which they relate.

2. Represents dividend equivalent rights that accrued with respect to market share unit awards previously reported on Table II, which were granted pursuant to the Versum Materials, Inc. Long-Term Incentive Plan and the terms of the applicable award agreement, and will vest with the market share units to which they relate. Each market share unit represents the right to receive, at settlement, the number of shares of common stock of Versum Materials, Inc. ("Common Stock") determined by applying a multiplier to the target number of shares which may vest based upon the performance of the Common Stock during the period of October 1, 2016 through September 30, 2019. The number of shares of Common Stock that would be received upon vesting of the market share units, if any, may vary from 0 to 150 percent of the target number shown.

3. The number of market share units reported represents the target number awarded on the grant date along with all accrued dividend equivalent rights.

4. Represents dividend equivalent rights that accrued with respect to market share unit awards previously reported on Table II, which were granted pursuant to the Versum Materials, Inc. Long-Term Incentive Plan and the terms of the applicable award agreement, and will vest with the market share units to which they relate. Each market share unit represents the right to receive, at settlement, the number of shares of Common Stock determined by applying a multiplier to the target number of shares which may vest based upon the performance of the Common Stock during the period of October 1, 2017 through September 30, 2020. The number of shares of Common Stock that would be received upon vesting of the market share units, if any, may vary from 0 to 150 percent of the target number shown.

Remarks:

	/s/ Scott J. Depta, as attorney-in-fact	05/29/2018
	** 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).
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