Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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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).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Filed By Romeo & Dye's Instant Form 4 Filer
www.section16.net

1. Name and Address of Reporting Person*

Dauwalter, James E.

2. Issuer Name and Ticker or Trading Symbol
Entegris, Inc. (ENTG)

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
X Director                                       10% Owner
X Officer (give title below)          Other (specify below)

Chief Executive Officer, President, and Director  

(Last)      (First)     (Middle)

3500 Lyman Boulevard
 

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

 

4. Statement for
Month/Day/Year
December 3, 2002

(Street)

Chaska, MN 55318

5. If Amendment,
Date of Original
(Month/Day/Year)
November 25, 2002		 7. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
    Form filed by More than One Reporting Person

(City)     (State)     (Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)

6. Owner-
ship 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

11/25/02

 

G

V

6,000

D

N/A

 

 

Common Stock

11/25/02

 

G

V

294,000

D

N/A

315,337

D

by trust

Common Stock

 

 

 

 

 

 

 

15,000

I

by Security Charitable Remainder Trust(1)

Common Stock

11/25/02

 

G

V

6,000

D

N/A

 

 

 

Common Stock

11/25/02

 

G

V

294,000

D

N/A

640,333

I

by family members

Common Stock

 

 

 

 

 

 

 

2,250,000

I

by Carville Company, LP(2)

Common Stock

11/25/02

 

G

V

294,000

A

N/A

 

 

 

Common Stock

11/25/02

 

G

V

294,000

A

N/A

 

 

 

Common Stock

11/25/02

 

G

V

12,000

A

N/A

600,000

I

by Carville Company II, LP(3)

Common Stock

11/25/02

 

G

V

6,000

A

N/A

 

 

 

Common Stock

11/25/02

 

G

V

6,000

A

N/A

 

 

 

Common Stock

11/25/02

 

G

V

12,000

D

N/A

0

I

JJD Industries, LLC(4)

Common Stock

 

 

 

 

 

 

 

50,354

I

by family foundation

Common Stock

 

 

 

 

 

 

 

280,161

I

by ESOP
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).

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 control number
FORM 4 (continued)

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. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

3A. Deemed
Execution
Date,
if any
(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported Transaction(s)
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Stock Option (Right to Buy)

$3.15

 

 

 

 

 

 

 (5)

12/11/07

Common Stock

294,574

 

294,574

D

 

Stock Option (Right to Buy)

$3.15

 

 

 

 

 

 

 (6)

2/11/08

Common Stock

220,006

 

200,006

D

 

Stock Option (Right to Buy)

$9.63

 

 

 

 

 

 

 (7)

9/18/10

Common Stock

30,000

 

30,000

D

 

Stock Option (Right to Buy)

$9.63

 

 

 

 

 

 

 (8)

9/18/10

Common Stock

35,000

 

35,000

D

 

Stock Option (Right to Buy)

$8.38

 

 

 

 

 

 

 (9)

11/26/10

Common Stock

90,000

 

90,000

D

 

Stock Option (Right to Buy)

$11.00

 

 

 

 

 

 

 (10)

7/11/10

Common Stock

300

 

300

D

 

Stock Option (Right to Buy)

$8.04

 

 

 

 

 

 

 (11)

10/15/11

Common Stock

135,000

 

135,000

D

 

Stock Option (Right to Buy)

$5.90

 

 

 

 

 

 

 (12)

10/15/12

Common Stock

130,000

 

130,000

D

 

Explanation of Responses:

(1) This Form 4 was amended to add this indirect ownership which was inadvertently not included in Reporting Person's last Form 4.
(2) Carville Company, LP is a grantor retained annuity trust and was formed as part of a series of transactions for estate planning purposes.
(3) Carville Company II, LP is a grantor retained annuity trust and was formed as part of a series of transactions for estate planning purposes.
(4) JJD Industries, LLC was formed as a part of a series of transactions for estate planning purposes.
(5) 100% vested.
(6) 100% vested.
(7) 15,000 shares vested; an additional 7,500 shares will vest on each of August 19, 2003 and 2004.
(8) 17,500 shares are exercisable; an additional 8,750 shares will vest on each of July 10, 2003 and 2004.
(9) 22,500 shares are exercisable; an additional 22,500 shares will vest on each of November 27, 2002, 2003, and 2004.
(10) 100% vested.
(11) 33,750 shares are exercisable; an additional 33,750 shares will become exercisable on each of October 15, 2003, 2004, and 2005.
(12) This option will become exercisable with respect to 25% of the shares on each of October 15, 2003, 2004, 2005, and 2006.
  By: /s/ Lori Cameron
             Attorney-in-Fact for James E. Dauwalter
**Signature of Reporting Person		 December 3, 2002
Date

**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.
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