SEC Filing | MKS Instruments, Inc.

View:

SEC FORM 4 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

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^*

Quirk Brian Charles

(Last)

(First)

(Middle)

2 TECH DRIVE, SUITE 201

(Street)

ANDOVER

01810

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MKS INSTRUMENTS INC [ MKSI ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Sr. VP, Global Operations

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2016

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/25/2016		M		2,694.94	A	⁽¹⁾	14,746.982	D
Common Stock	02/25/2016		M		1,981.536	A	⁽¹⁾	16,728.518	D
Common Stock	02/25/2016		F⁽²⁾		1,519	D	$32.77	15,209.518	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	⁽¹⁾	02/25/2016		M			2,694.94	⁽³⁾	⁽³⁾	Common Stock	2,694.94	⁽¹⁾	17,083.816	D
Restricted Stock Unit	⁽¹⁾	02/25/2016		M			1,981.536	⁽⁴⁾	⁽⁴⁾	Common Stock	1,981.536	⁽¹⁾	12,027.325	D

Explanation of Responses:

1. Each restricted stock unit represents the contingent right to receive one share of common stock of MKS Instruments, Inc.

2. This transaction was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the reporting person.

3. These RSUs are subject to the achievement of performance criteria determined in the first year of grant and thereafter vest in three equal annual installments commencing on the first anniversary of the grant date.

4. These RSUs vest in three equal annual installments commencing on the first anniversary of the grant date.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ M. Kathryn Rickards, attorney-in-fact	02/29/2016
	** 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).
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.

							Exhibit 24

LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS

Know all by these present that the undersigned hereby constitutes
and appoints each of Kathleen F. Burke, Renee M. Donlan and
M. Kathryn Rickards, signing singly, the undersigned's true and
lawful attorney-in-fact to:

1)	execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer and/or director of MKS
Instruments, Inc. (the "Company"), Forms 3, 4, 5 and  144
(collectively, the ?Forms?) in accordance with Section 16(a)
of the Securities Exchange Act of 1934 and the rules thereunder;

2)	do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute any such Forms, complete and execute any amendment or
amendments thereto, and timely file such Forms with the United
States Securities and Exchange Commission and any stock exchange
or similar authority; and

3)	take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such attorney-in-fact,
may be of benefit to, in the best interest of, or legally required by,
the undersigned, it being understood that the documents executed by
such attorney-in-fact on behalf of the undersigned  pursuant to this
Limited Power of Attorney shall be in such form and shall contain such
terms and conditions as such  attorney-in-fact may approve in such
attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all intents and
purposes as the undersigned might or could do if personally present,
with full power of substitution or revocation, hereby ratifying and
confirming all that such attorney-in-fact, or such attorney-in-fact's
substitute or substitutes, shall lawfully do or cause to be done by
virtue of this Limited Power of Attorney and the rights and powers
herein granted.  The undersigned acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of
the undersigned, are not assuming, nor is the Company assuming,
any of the undersigned's responsibilities to comply with Section
16 of the Securities Exchange Act of 1934.

This Limited Power of Attorney shall supersede any power of
attorney previously granted by the undersigned with respect to
the subject matter herein and shall remain in full force and
effect until the undersigned is no longer required to file
Forms 3, 4, 5 and 144 with respect to the undersigned's holdings
of and transactions in securities issued by the Company, unless
earlier revoked by the undersigned in a signed writing delivered
to the foregoing attorneys-in-fact. This Limited Power of Attorney
may be filed with the SEC as a confirming statement of the
authority granted herein.

IN WITNESS WHEREOF, the undersigned has caused this Limited
Power of Attorney to be executed as of this 29th day of January 2016.

/s/ Brian C. Quirk
_________________________
Brian C. Quirk