ONTO INNOVATION INC. — Director's Dealing 2014

May 23, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NANOMETRICS INC (NANO)
CIK: 0000704532
Period of Report: 2014-05-20

Reporting Person: Rhine Bruce C (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-20	Common Stock	A	6165	$0.00	Acquired	840613	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 the sooner of May 20, 2015 or the next annual shareholder's meeting.