Statement of Changes in Beneficial Ownership (4)

FORM 4 [ X ] 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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * FLEMING SHANE D	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
(Last)          (First)          (Middle) FIVE GARRET MOUNTAIN PLAZA	3. Date of Earliest Transaction (MM/DD/YYYY) 11/30/2015
(Street) WOODLAND PARK, NJ 07424 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	12/9/2015		D		34544.0000	D	$75.2500   (1)	0.0000	D
Common Stock	11/30/2015   (2)		A		526.0000	A	$0.0000   (2)	51623.0000	I	Savings Plan
Common Stock	12/9/2015		D		51623.0000	D	$75.2500   (1)	0.0000	I	Savings Plan
Common Stock	11/30/2015   (3)		J (3)		169.0000	D	$0.0000   (3)	49239.0000	I	Supplemental Savings Plan
Common Stock	12/9/2015		D		49239.0000	D	$75.2500   (1)	0.0000	I	Supplemental Savings Plan

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: 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
Deferred Stock Award	(4)	12/9/2015		D			160100.0080	(4)	(4)	Common Stock	160100.0080	$75.2500   (4)	0.0000	D
Option Right to buy	$25.7450	12/9/2015		D			124060.0000	(5)	1/25/2021   (5)	Common Stock	124060.0000	$49.5050   (5)	0.0000	D
Option Right to buy	$44.5400	12/9/2015		D			83624.0000	(5)	1/25/2025   (5)	Common Stock	83624.0000	$30.7100   (5)	0.0000	D
Option Right to buy	$18.7950	12/9/2015		D			164300.0000	(5)	1/27/2020   (5)	Common Stock	164300.0000	$56.4550   (5)	0.0000	D
Option Right to buy	$11.2250	12/9/2015		D			90000.0000	(5)	1/28/2019   (5)	Common Stock	90000.0000	$64.0250   (5)	0.0000	D
Option Right to buy	$44.1350	12/9/2015		D			70328.0000	(5)	1/28/2024   (5)	Common Stock	70328.0000	$31.1150   (5)	0.0000	D
Option Right to buy	$25.1650	12/9/2015		D			99590.0000	(5)	1/29/2022   (5)	Common Stock	99590.0000	$50.0850   (5)	0.0000	D
Option Right to buy	$36.5350	12/9/2015		D			84718.0000	(5)	1/29/2023   (5)	Common Stock	84718.0000	$38.7150   (5)	0.0000	D
Restricted Stock Unit	$0.0000	12/9/2015		D			11617.0000	1/26/2018   (6)	(6)	Common Stock	11617.0000	$75.2500   (6)	0.0000	D
Restricted Stock Unit	$0.0000	12/9/2015		D			11456.0000	1/29/2017   (6)	(6)	Common Stock	11456.0000	$75.2500   (6)	0.0000	D
Restricted Stock Unit	$0.0000	12/9/2015		D			13622.0000	1/30/2016   (6)	(6)	Common Stock	13622.0000	$75.2500   (6)	0.0000	D
Stock Appreciation Right	$26.2400	12/9/2015		D			50000.0000	(5)	1/28/2018   (5)	Common Stock	50000.0000	$49.0100   (5)	0.0000	D
Stock Appreciation Right	$29.1100	12/9/2015		D			40000.0000	(5)	1/30/2017   (5)	Common Stock	40000.0000	$46.1400   (5)	0.0000	D
Stock Appreciation Right	$27.5500	12/9/2015		D			22500.0000	(5)	6/26/2018   (5)	Common Stock	22500.0000	$47.7000   (5)	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)	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.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
FLEMING SHANE D FIVE GARRET MOUNTAIN PLAZA WOODLAND PARK, NJ 07424	X		Chairman,President & CEO

Signatures
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.
*	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).
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