Edgar Filing: CABOT MICROELECTRONICS CORP

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

FRAZEE JOHN P JR

2. Issuer Name and Ticker or Trading Symbol
CABOT MICROELECTRONICS CORP [CCMP]

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

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O CABOT MICROELECTRONICS CORPORATION, 870 COMMONS DRIVE

3. Date of Earliest Transaction (Month/Day/Year)
09/27/2005

(Street)

AURORA, IL 60504

4. If Amendment, Date 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

(City)

(State)

(Zip)

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								10,000	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

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

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Phantom Stock

$ 27.45

07/21/2004

Common Stock

36.4299

Phantom Stock

$ 28.05

06/14/2004

Common Stock

106.9519

Phantom Stock

$ 28.57

08/09/2005

Common Stock

52.5026

Phantom Stock

$ 28.72

05/05/2005

Common Stock

52.2284

Phantom Stock

$ 29.09

04/22/2005

Common Stock

51.5641

Phantom Stock

$ 30.43

01/29/2005

12/29/2004

Common Stock

32.8623

Phantom Stock

$ 30.81

06/13/2005

Common Stock

146.0565

Phantom Stock

$ 32.02

03/08/2005

Common Stock

1,592.7545

Phantom Stock

$ 32.75

07/22/2005

Common Stock

91.6031

Phantom Stock

$ 34.3

09/28/2004

Common Stock

116.6181

Phantom Stock

$ 34.39

08/23/2004

Common Stock

29.0782

Phantom Stock

$ 34.9

01/21/2005

Common Stock

28.6533

Phantom Stock

$ 36.5

10/06/2004

Common Stock

27.3973

Phantom Stock

$ 37.8

11/29/2004

Common Stock

26.455

Phantom Stock

$ 39.18

12/07/2004

Common Stock

102.0929

Phantom Stock

$ 42.44

03/09/2004

Common Stock

541.9416

Phantom Stock

$ 50.1

12/08/2003

Common Stock

79.8403

Phantom Stock

$ 50.95

06/17/2003

Common Stock

1,707.7605

Phantom Stock

$ 52.5

11/05/2003

Common Stock

19.0476

Phantom Stock

$ 55.37

11/03/2003

Common Stock

162.5429

Phantom Stock

$ 59.05

09/23/2003

Common Stock

67.7392

Phantom Stock

$ 28.3

09/27/2005

J⁽¹⁾

212.0141

09/27/2005

09/27/2005⁽²⁾

Common Stock

212.0141

$ 0

212.0141

Stock Options (Right to buy)

$ 32.02

03/08/2006

03/08/2015

Common Stock

10,000

Stock Options (Right to buy)

$ 38.34

03/11/2004

03/11/2013

Common Stock

7,500

Stock Options (Right to buy)

$ 42.44

03/09/2005

03/09/2014

Common Stock

10,000

Stock Options (Right to buy)

$ 46.875

03/13/2002

03/13/2008

Common Stock

7,500

Stock Options (Right to buy)

$ 65.73

03/12/2003

03/12/2012

Common Stock

7,500

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
FRAZEE JOHN P JR C/O CABOT MICROELECTRONICS CORPORATION 870 COMMONS DRIVE AURORA, IL 60504	X

Signatures

H. Carol Bernstein (Power of Attorney)		09/28/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(2)	Rights to aquire shares pursuant to Directors' Deferred Compensation Plan are already earned.
(1)	Rights to acquire shares pursuant to Directors' Deferred Compensation Plan adopted March 12, 2001 as amended June 17, 2003.

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