ONTO INNOVATION INC. — Director's Dealing 2011

Mar 1, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NANOMETRICS INC (NANO)
CIK: 0000704532
Period of Report: 2011-02-25

Reporting Person: Crawford Bruce A (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-25	Common Stock	M	1389	$0.98	Acquired	41954	Direct
2011-02-25	Common Stock	M	556	$1.17	Acquired	42510	Direct
2011-02-25	Common Stock	M	229	$7.50	Acquired	42739	Direct
2011-02-25	Common Stock	S	2174	$18.01	Disposed	40565	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-25	Non-Qualified Stock Option (right to buy)	$0.98	M	1389	Disposed	2015-11-19	Common Stock (1389)	Direct
2011-02-25	Non-Qualified Stock Option (right to buy)	$1.17	M	556	Disposed	2016-02-25	Common Stock (556)	Direct
2011-02-25	Non-Qualified Stock Option (right to buy)	$7.50	M	229	Disposed	2016-09-03	Common Stock (229)	Direct

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to Rule 10b5-1 trading plans adopted by the reporting person on August 30, 2010.

F2: One thirty-sixth (1/36th) of the shares shall vest and become exercisable in equal monthly installments starting on the monthly anniversary of the date of grant (November 19, 2008).

F3: One thirty-sixth (1/36th) of the shares shall vest and become exercisable in equal monthly installments starting on the monthly anniversary of the date of grant (February 25, 2009).

F4: One third (1/3rd) of the shares are fully vested on the date of grant, with the remaining shares vesting (starting on the one year anniversary of the date of grant) at a rate of one twenty-fourth (1/24th) per month until fully vested on September 3, 2012.