ONTO INNOVATION INC. — Director's Dealing 2012

Feb 16, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NANOMETRICS INC (NANO)
CIK: 0000704532
Period of Report: 2012-02-14

Reporting Person: BAIN HOWARD A III (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-14	Common Stock	M	2166	$1.13	Acquired	15203	Direct
2012-02-14	Common Stock	M	834	$2.11	Acquired	16037	Direct
2012-02-14	Common Stock	S	3000	$19.5001	Disposed	13037	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-14	Non-Qualified Stock Option (right to buy)	$1.13	M	2166	Disposed	2013-12-30	Common Stock (2166)	Direct
2012-02-14	Non-Qualified Stock Option (right to buy)	$2.11	M	834	Disposed	2013-09-30	Common Stock (834)	Direct

Footnotes

F1: The option became exercisable in three equal annual installments beginning on the first anniversary of the date of grant.