Form 4 CYTEC INDUSTRIES INC/DE/ For: Nov 30 Filed by: FLEMING SHANE D

December 11, 2015 2:36 PM EST

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 ^*

FLEMING SHANE D

(Last)

(First)

(Middle)

FIVE GARRET MOUNTAIN PLAZA

(Street)

WOODLAND PARK

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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman,President & CEO

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)
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	12/09/2015		D		34,544	D	$ 75.25 ⁽¹⁾	0	D
Common Stock	11/30/2015⁽²⁾		A		526	A	$ 0 ⁽²⁾	51,623	I	Savings Plan
Common Stock	12/09/2015		D		51,623	D	$ 75.25 ⁽¹⁾	0	I	Savings Plan
Common Stock	11/30/2015⁽³⁾		J⁽³⁾		169	D	$ 0 ⁽³⁾	49,239	I	Supplemental Savings Plan
Common Stock	12/09/2015		D		49,239	D	$ 75.25 ⁽¹⁾	0	I	Supplemental 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)
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)
Deferred Stock Award	⁽⁴⁾	12/09/2015		D			160,100.008	⁽⁴⁾	⁽⁴⁾	Common Stock	160,100.008	$ 75.25 ⁽⁴⁾	0	D
Option Right to buy	$ 25.745	12/09/2015		D			124,060	⁽⁵⁾	01/25/2021⁽⁵⁾	Common Stock	124,060	$ 49.505 ⁽⁵⁾	0	D
Option Right to buy	$ 44.54	12/09/2015		D			83,624	⁽⁵⁾	01/25/2025⁽⁵⁾	Common Stock	83,624	$ 30.71 ⁽⁵⁾	0	D
Option Right to buy	$ 18.795	12/09/2015		D			164,300	⁽⁵⁾	01/27/2020⁽⁵⁾	Common Stock	164,300	$ 56.455 ⁽⁵⁾	0	D
Option Right to buy	$ 11.225	12/09/2015		D			90,000	⁽⁵⁾	01/28/2019⁽⁵⁾	Common Stock	90,000	$ 64.025 ⁽⁵⁾	0	D
Option Right to buy	$ 44.135	12/09/2015		D			70,328	⁽⁵⁾	01/28/2024⁽⁵⁾	Common Stock	70,328	$ 31.115 ⁽⁵⁾	0	D
Option Right to buy	$ 25.165	12/09/2015		D			99,590	⁽⁵⁾	01/29/2022⁽⁵⁾	Common Stock	99,590	$ 50.085 ⁽⁵⁾	0	D
Option Right to buy	$ 36.535	12/09/2015		D			84,718	⁽⁵⁾	01/29/2023⁽⁵⁾	Common Stock	84,718	$ 38.715 ⁽⁵⁾	0	D
Restricted Stock Unit	$ 0	12/09/2015		D			11,617	01/26/2018⁽⁶⁾	⁽⁶⁾	Common Stock	11,617	$ 75.25 ⁽⁶⁾	0	D
Restricted Stock Unit	$ 0	12/09/2015		D			11,456	01/29/2017⁽⁶⁾	⁽⁶⁾	Common Stock	11,456	$ 75.25 ⁽⁶⁾	0	D
Restricted Stock Unit	$ 0	12/09/2015		D			13,622	01/30/2016⁽⁶⁾	⁽⁶⁾	Common Stock	13,622	$ 75.25 ⁽⁶⁾	0	D
Stock Appreciation Right	$ 26.24	12/09/2015		D			50,000	⁽⁵⁾	01/28/2018⁽⁵⁾	Common Stock	50,000	$ 49.01 ⁽⁵⁾	0	D
Stock Appreciation Right	$ 29.11	12/09/2015		D			40,000	⁽⁵⁾	01/30/2017⁽⁵⁾	Common Stock	40,000	$ 46.14 ⁽⁵⁾	0	D
Stock Appreciation Right	$ 27.55	12/09/2015		D			22,500	⁽⁵⁾	06/26/2018⁽⁵⁾	Common Stock	22,500	$ 47.7 ⁽⁵⁾	0	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. Net decrease in number of shares allocated to employee's account under the Cytec Supplemental Savings 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).

4. Pursuant to the Merger Agreement, each right to receive shares of our common stock on a deferred basis ("Deferred Stock Award"), was cancelled and converted into a right to receive an amount in cash equal to the product obtained by multiplying (a) the number of shares underlying the Deferred Stock Award, by (b) the merger consideration of $75.25, less any applicable tax withholding payable at various times in the future depending on the recipient's previous deferral elections, but not before July 1, 2016.

5. 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.

6. 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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Form 4 CYTEC INDUSTRIES INC/DE/ For: Nov 30 Filed by: FLEMING SHANE D

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