ONTO INNOVATION INC. — Director's Dealing 2014

Mar 5, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NANOMETRICS INC (NANO)
CIK: 0000704532
Period of Report: 2014-03-03

Reporting Person: Stultz Timothy J (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-03	Common Stock	M	8500	$7.35	Acquired	133778	Direct
2014-03-03	Common Stock	S	8500	$18.21	Disposed	125278	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-03	Non-Qualified Stock Option (Right to Buy)	$7.35	M	8500	Disposed	2014-08-29	Common Stock (8500)	Direct

Footnotes

F1: Transaction pursuant to Rule 10b5-1 Plan adopted November 1, 2013.

F2: The price in Column 4 is a weighted average sale price. The prices actually received ranged from $17.98 to $18.46. 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: Fully vested.