ONTO INNOVATION INC. — Director's Dealing 2014

Feb 20, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NANOMETRICS INC (NANO)
CIK: 0000704532
Period of Report: 2014-02-14

Reporting Person: Crawford Bruce A (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-14	Common Stock	S	14686	$18.63	Disposed	42525	Direct
2014-02-17	Common Stock	F	1388	$18.70	Disposed	41137	Direct
2014-02-18	Common Stock	M	1667	$1.17	Acquired	42804	Direct
2014-02-18	Common Stock	M	3443	$7.50	Acquired	46247	Direct
2014-02-18	Common Stock	M	12500	$13.08	Acquired	58747	Direct
2014-02-18	Common Stock	M	795	$11.37	Acquired	59542	Direct
2014-02-18	Common Stock	S	26278	$18.52	Disposed	33264	Direct
2014-02-19	Common Stock	M	560	$11.37	Acquired	33824	Direct
2014-02-19	Common Stock	M	3333	$15.85	Acquired	37157	Direct
2014-02-19	Common Stock	S	3893	$18.42	Disposed	33264	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-18	Non-Qualified Stock Option (Right to Buy)	$1.17	M	1667	Disposed	2016-02-25	Common Stock (1667)	Direct
2014-02-18	Non-Qualified Stock Option (Right to Buy)	$7.50	M	3443	Disposed	2016-09-03	Common Stock (3443)	Direct
2014-02-18	Non-Qualified Stock Option (Right to Buy)	$13.08	M	12500	Disposed	2016-11-17	Common Stock (12500)	Direct
2014-02-18	Non-Qualified Stock Option (Right to Buy)	$11.37	M	795	Disposed	2017-11-15	Common Stock (795)	Direct
2014-02-19	Non-Qualified Stock Option (Right to Buy)	$11.37	M	560	Disposed	2017-11-15	Common Stock (560)	Direct
2014-02-19	Non-Qualified Stock Option (Right to Buy)	$15.85	M	3333	Disposed	2020-03-12	Common Stock (3333)	Direct

Footnotes

F1: Transaction pursuant to Rule 10b5-1 Plan adopted December 13, 2013.

F2: Represents weighted average sales price. The shares were sold at prices ranging from $18.45 to $18.84. The Reporting Person will provide upon request, to the SEC, the Issuer or any security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F3: Represents weighted average sales price. The shares were sold at prices ranging from $18.40 to $18.70. The Reporting Person will provide upon request, to the SEC, the Issuer or any security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F4: Represents weighted average sales price. The shares were sold at prices ranging from $18.28 to $18.58. The Reporting Person will provide upon request, to the SEC, the Issuer or any security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F5: One thirty-sixth (1/36th) of the shares shall vest and become exercisable in equal monthly installments starting on the monthly anniversary of the date of grant (February 25, 2009).

F6: One third (1/3rd) of the shares are fully vested on the date of grant, with the remaining shares vesting (starting on the one year anniversary of the date of grant) at a rate of one twenty-fourth (1/24th) per month until fully vested on September 3, 2012.

F7: One thirty-sixth (1/36th) of the shares shall vest and become exercisable in equal monthly installments starting on the monthly anniversary of the date of grant (November 17, 2009).

F8: 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).

F9: 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).

F10: 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).