ONTO INNOVATION INC. — Director's Dealing 2012

May 29, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NANOMETRICS INC (NANO)
CIK: 0000704532
Period of Report: 2012-05-24

Reporting Person: Rhine Bruce C (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-24	Common Stock	A	2111	—	Acquired	857558	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-24	Non-Qualified Stock Option (right to buy)	$14.80	A	3655	Acquired	2019-05-24	Common Stock (3655)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1428	Indirect

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.