Cytec Industries Form 4 CYTEC INDUSTRIES / FARO CARMELO A LO 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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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^*

LO FARO CARMELO A

(Last) (First) (Middle)

FIVE GARRET MOUNTAIN PLAZA

(Street)

WOODLAND PARK NJ 07424

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CYTEC INDUSTRIES INC/DE/ [ CYT ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP & CHIEF TECHNOLOGY OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
11/30/2015

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	12/09/2015		D		1,321	D	$75.25(1)	0.0000	D
Common Stock	11/30/2015(2)		A		86	A	$0.0000(2)	1,200	I	Savings Plan
Common Stock	12/09/2015		D		1,200	D	$75.25(1)	0.0000	I	Savings 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
Option Right to buy	$44.54	12/09/2015		D			9,408	(3)	01/25/2025(3)	Common Stock	9,408	$30.71(3)	0.0000	D
Option Right to buy	$44.135	12/09/2015		D			7,548	(3)	01/28/2024(3)	Common Stock	7,548	$31.115(3)	0.0000	D
Option Right to buy	$36.535	12/09/2015		D			7,438	(3)	01/29/2023(3)	Common Stock	7,438	$38.715(3)	0.0000	D
Option Right to buy	$54.78	12/09/2015		D			8,506	(3)	04/15/2025(3)	Common Stock	8,506	$20.47(3)	0.0000	D
Restricted Stock Unit	$0.0000	12/09/2015		D			939	(4)	(4)	Common Stock	939	$75.25(4)	0.0000	D
Restricted Stock Unit 2013	$0.0000	12/09/2015		D			1,620	(4)	(4)	Common Stock	1,620	$75.25(4)	0.0000	D
Restricted Stock Unit 2014	$0.0000	12/09/2015		D			950	(4)	(4)	Common Stock	950	$75.25(4)	0.0000	D
Restricted Stock Unit 2015	$0.0000	12/09/2015		D			1,045	(4)	(4)	Common Stock	1,045	$75.25(4)	0.0000	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger by and among Cytec Industries Inc., Solvay SA and Tulip Acquisition Inc. dated as of July 28, 2015 (as amended, the "Merger Agreement"), each of these shares was cancelled at the effective time of the merger and converted into the right to receive $75.25 in cash , less any applicable tax withholding.

2. Number of shares allocated to employee's account under the Cytec Employees' Saving Plan by reason of employee and employer contributions, employee transfers and dividend reinvestments made during the period of January 1-November 30, 2015. Per share prices range from $42.99 (low) to $74.87 (high).

3. Pursuant to the Merger Agreement, each outstanding and unexercised option or stock appreciation right ("SAR"), as applicable, whether vested or unvested, was cancelled at the effective time of the merger in exchange for cash equal to the product obtained by multiplying (a) the number of shares underlying such option or SAR, as applicable, by (b) the excess, if any, of the per share value of the merger consideration of $75.25 over the per share exercise price of the option or SAR, as applicable, less any applicable tax withholding.

4. Pursuant to the Merger Agreement, each outstanding restricted stock unit ("RSU"), was cancelled at the effective time of the merger and converted into the right to receive an amount in cash equal to the product obtained by multiplying (a) the number of shares of underlying such RSU, by (b) the merger consideration of $75.25, less any applicable tax withholding payable without interest on the scheduled vesting date of the RSU, or earlier in some circumstances.

	Thomas Irwin, Attorney in Fact	12/11/2015
	** Signature of Reporting Person	Date
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