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 *
GONSER CHRISTOPHER W
  2. Issuer Name and Ticker or Trading Symbol
KMG CHEMICALS INC [KMG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP of Human Resources
(Last)
(First)
(Middle)
300 THROCKMORTON ST, STE. 1900
3. Date of Earliest Transaction (Month/Day/Year)
11/15/2018
(Street)

FORT WORTH, TX 76102
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 11/15/2018   D   39,014 D (1) 0 D  
Common Stock 11/15/2018   D   8,701 D (2) 0 I by Deferred Compensation Plan

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performanc Based Stock Awards $ 0 11/15/2018   D     2   (3)   (3) Common Stock 18,372 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
GONSER CHRISTOPHER W
300 THROCKMORTON ST
STE. 1900
FORT WORTH, TX 76102
      VP of Human Resources  

Signatures

 Christopher Gonser   11/15/2018
**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).
(1) Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 14, 2018, by and among KMG Chemicals, Inc. ("KMG"), Cabot Microelectronics Corporation ("Cabot Microelectronics") and Cobalt Merger Sub Corporation, in exchange for 7,802 shares of Cabot Microelectronics common stock and $2,171,211 in cash consideration at the Effective Time of the merger.
(2) Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 14, 2018, by and among KMG Chemicals, Inc. ("KMG"), Cabot Microelectronics Corporation ("Cabot Microelectronics") and Cobalt Merger Sub Corporation, in exchange for 1,740 shares of Cabot Microelectronics common stock and $484,231 in cash consideration at the Effective Time of the merger.
(3) Pursuant to the Merger Agreement, the restricted stock unit awards which were granted prior to August 14, 2018 and which expire 7/31/19 and 7/31/20, fully vested and were cancelled and converted in the merger in exchange for 3,674 shares of Cabot Microelectronics common stock and $1,022,443 in cash consideration at the Effective Time of the merger, which is the right to receive the merger consideration in respect of each share of KMG common stock underlying the applicable restricted stock united award.

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