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ONTO INNOVATION INC. Director's Dealing 2011

May 4, 2011

30874_dirs_2011-05-04_ff72f416-4069-4603-9b32-fce966f051fb.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: 2011-05-02

Reporting Person: Crawford Bruce A (Chief Operating Officer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-05-02 Common Stock M 11805 $13.08 Acquired 52370 Direct
2011-05-02 Common Stock S 5555 $16.1992 Disposed 46815 Direct
2011-05-02 Common Stock S 6250 $16.1931 Disposed 40565 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-05-02 Non-Qualified Stock Option (right to buy) $13.08 M 11805 Disposed 2016-11-17 Common Stock (11805) 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 August 30, 2010, and amended on September 10, 2010.

F2: The price in Column 4 is a weighted average sale price. The prices actually received ranged from $16.17 to $16.25. 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: 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 17, 2009).