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ONTO INNOVATION INC. Director's Dealing 2011

May 25, 2011

30874_dirs_2011-05-25_f42e3691-f63e-481f-b3df-ae235681e1f5.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NANOMETRICS INC (NANO)
CIK: 0000704532
Period of Report: 2011-05-23

Reporting Person: OLDHAM WILLIAM G (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-05-23 Common Stock M 2500 $9.93 Acquired 10330 Direct
2011-05-23 Common Stock M 1666 $7.28 Acquired 11996 Direct
2011-05-23 Common Stock M 1666 $5.69 Acquired 13662 Direct
2011-05-23 Common Stock M 1666 $1.88 Acquired 15328 Direct
2011-05-23 Common Stock S 7498 $15.1202 Disposed 7830 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-05-23 Non-Qualified Stock Option (right to buy) $9.93 M 2500 Disposed 2013-01-02 Common Stock (2500) Direct
2011-05-23 Non-Qualified Stock Option (right to buy) $7.28 M 1666 Disposed 2013-04-01 Common Stock (1666) Direct
2011-05-23 Non-Qualified Stock Option (right to buy) $5.69 M 1666 Disposed 2013-07-01 Common Stock (1666) Direct
2011-05-23 Non-Qualified Stock Option (right to buy) $1.88 M 1666 Disposed 2013-10-02 Common Stock (1666) Direct

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 28, 2011.

F2: The price in Column 4 is a weighted average sale price. The prices actually received ranged from $15.10 to $15.26. 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: The option became exercisable in three equal annual installments beginning on January 2, 2009.

F4: The option became exercisable in three equal annual installments beginning on April 1, 2009.

F5: The option became exercisable in three equal annual installments beginning on July 1, 2009.

F6: The option became exercisable in three equal annual installments beginning on October 2, 2009.