ONTO INNOVATION INC. — Director's Dealing 2011

Feb 2, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NANOMETRICS INC (NANO)
CIK: 0000704532
Period of Report: 2011-02-01

Reporting Person: Stultz Timothy J (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-01	Common Stock	M	5000	$0.98	Acquired	62987	Direct
2011-02-01	Common Stock	S	5000	$17.3083	Disposed	57987	Direct
2011-02-01	Common Stock	M	10000	$7.35	Acquired	67987	Direct
2011-02-01	Common Stock	S	10000	$17.5116	Disposed	57987	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-01	Non-Qualified Stock Option (right to buy)	$0.98	M	5000	Disposed	2015-11-19	Common Stock (5000)	Direct
2011-02-01	Non-Qualified Stock Option (right to buy)	$7.35	M	10000	Disposed	2014-08-29	Common Stock (10000)	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 June 8, 2009.

F2: The price in Column 4 is a weighted average sale price. The prices actually received ranged from $17.151 to $17.55. 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 price in Column 4 is a weighted average sale price. The prices actually received ranged from $17.16 to $17.94. 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.

F4: One thirty-sixth (1/36th) of the shares vest in equal monthly installments starting on the monthly anniversary of the date of grant (November 19, 2008)

F5: One-third (1/3rd) of the shares vest on August 29, 2008 and one thirty-sixth (1/36th) of the shares vest monthly thereafter.