ONTO INNOVATION INC. — Director's Dealing 2011

May 31, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NANOMETRICS INC (NANO)
CIK: 0000704532
Period of Report: 2011-05-26

Reporting Person: OLDHAM WILLIAM G (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-26	Common Stock	A	1985	—	Acquired	9815	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-26	Non-Qualified Stock Option (right to buy)	$15.74	A	3333	Acquired	2018-05-26	Common Stock (3333)	Direct

Footnotes

F1: Shares are represented by restricted stock units. Each restricted stock unit represents a contingent right to receive one share of NANO common stock. The restricted stock units vest on the first anniversary of the date of grant.

F2: The Option becomes exercisable on the first anniversary of the date of the grant.