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ONTO INNOVATION INC. Director's Dealing 2012

Jan 30, 2012

30874_dirs_2012-01-30_7f2b90c9-0cfc-4044-857e-2eef19391068.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: 2012-01-26

Reporting Person: SMITH STEPHEN J (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-01-26 Common Stock M 2500 $6.61 Acquired 12537 Direct
2012-01-26 Common Stock M 2500 $6.83 Acquired 15037 Direct
2012-01-26 Common Stock M 2500 $9.58 Acquired 17537 Direct
2012-01-26 Common Stock M 2500 $9.93 Acquired 20037 Direct
2012-01-26 Common Stock M 2500 $7.28 Acquired 22537 Direct
2012-01-26 Common Stock M 2500 $5.76 Acquired 25037 Direct
2012-01-26 Common Stock M 2500 $1.88 Acquired 27537 Direct
2012-01-26 Common Stock S 17500 $19.7477 Disposed 10037 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-01-26 Non-Qualified Stock Option (right to buy) $6.61 M 2500 Disposed 2012-04-03 Common Stock (2500) Direct
2012-01-26 Non-Qualified Stock Option (right to buy) $6.83 M 2500 Disposed 2012-07-03 Common Stock (2500) Direct
2012-01-26 Non-Qualified Stock Option (right to buy) $9.58 M 2500 Disposed 2012-10-02 Common Stock (2500) Direct
2012-01-26 Non-Qualified Stock Option (right to buy) $9.93 M 2500 Disposed 2013-01-02 Common Stock (2500) Direct
2012-01-26 Non-Qualified Stock Option (right to buy) $7.28 M 2500 Disposed 2013-04-01 Common Stock (2500) Direct
2012-01-26 Non-Qualified Stock Option (right to buy) $5.76 M 2500 Disposed 2013-07-01 Common Stock (2500) Direct
2012-01-26 Non-Qualified Stock Option (right to buy) $1.88 M 2500 Disposed 2013-10-02 Common Stock (2500) 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 December 8, 2011.

F2: The price in Column 4 is a weighted average sale price. The prices actually received ranged from $19.68 to $19.95. 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 options became exercisable in three equal installments beginning on the first anniversary of the date of grant.