ONTO INNOVATION INC. — Director's Dealing 2014

May 28, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NANOMETRICS INC (NANO)
CIK: 0000704532
Period of Report: 2014-05-23

Reporting Person: Crawford Bruce A (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-23	Common Stock	M	1667	$15.85	Acquired	54665	Direct
2014-05-23	Common Stock	M	5416	$11.37	Acquired	60081	Direct
2014-05-23	Common Stock	S	7083	$17.00	Disposed	52998	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-05-23	Non-Qualified Stock Option (Right to Buy)	$15.85	M	1667	Disposed	2020-03-12	Common Stock (1667)	Direct
2014-05-23	Non-Qualified Stock Option (Right to Buy)	$11.37	M	5416	Disposed	2017-11-15	Common Stock (5416)	Direct

Footnotes

F1: Transaction pursuant to Rule 10b5-1 Plan adopted March 14, 2014.

F2: One forty-eighth (1/48th) of the shares shall vest and become exercisable in equal monthly installments starting on the monthly anniversary of the date of grant (March 12, 2013).

F3: One forty-eighth (1/48th) of the shares shall vest and become exercisable in equal monthly installments starting on the monthly anniversary of the date of grant (November 16, 2010).