ONTO INNOVATION INC. — Director's Dealing 2011

Apr 21, 2011

SEC Form 4/A — Form 4/A

Issuer: NANOMETRICS INC (NANO)
CIK: 0000704532
Period of Report: 2010-08-20

Reporting Person: Coates Norman V (Director, 10% Owner)
Reporting Person: Vincent J Coates Separate Property Trust (10% Owner)
Reporting Person: COATES STELLA N (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-08-20	Common Stock	S	50000	$13.5783	Disposed	2182460	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4052	Direct

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Vincent J. Coates Separate Property Trust on February 23, 2010.

F2: The price in Column 4 is a weighted average sale price. The prices actually received ranged from $13.38 to $13.88. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

F3: Shares held of record by the Vincent J. Coates Separate Property Trust, U/D/T dated August 7, 1981, (the "Trust") for which Norman Coates and Stella Coates act as co-trustees. As of the date of the reported transaction, the Trust is no longer subject to Section 16 because the Trust is no longer a 10% Owner. Norman Coates continues to be subject to Section 16 as a director of Nanometrics.