ONTO INNOVATION INC. — Director's Dealing 2011

Feb 16, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NANOMETRICS INC (NANO)
CIK: 0000704532
Period of Report: 2011-02-14

Reporting Person: Coates Norman V (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-14	Common Stock	S	50000	$17.5403	Disposed	1632460	Indirect
2011-02-15	Common Stock	S	1166	$17.4422	Disposed	2886	Direct
2011-02-15	Common Stock	M	2038	$11.17	Acquired	4924	Direct
2011-02-15	Common Stock	S	2038	$17.49	Disposed	2886	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-15	Non-Qualified Stock Option (right to buy)	$11.17	M	2038	Disposed	2017-01-04	Common Stock (2038)	Direct

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Vincent J. Coates Separate Property Trust on February 23, 2010.

F2: The price in Column 4 is a weighted average sale price. The prices actually received ranged from $17.32 to $17.75. 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: Shares held of record by the Vincent J. Coates Separate Property Trust, U/D/T dated August 7, 1981, for which Norman Coates and Stella Coates act as co-trustees.

F4: The price in Column 4 is a weighted average sale price. The prices actually received ranged from $17.4400 to $17.4445. 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.

F5: The option became exercisable on January 4, 2011, the first anniversary of the date of grant.