ONTO INNOVATION INC. — Director's Dealing 2016

Feb 25, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NANOMETRICS INC (NANO)
CIK: 0000704532
Period of Report: 2016-02-22

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-22	Common Stock	A	45000	$0.00	Acquired	263178	Direct
2016-02-24	Common Stock	M	13333	$0.00	Acquired	276511	Direct
2016-02-24	Common Stock	F	10142	$13.70	Disposed	266369	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-22	Performance Stock Unit	$	A	67500	Acquired	2019-02-22	Common Stock (67500)	Direct
2016-02-24	Performance Stock Unit	$	M	13333	Disposed	2018-02-24	Common Stock (13333)	Direct

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 on an annual basis, in equal 1/3rd increments, over a three-year period from the award date.

F2: Shares are represented by performance stock units. Each performance stock unit represents a contingent right to receive one share of NANO common stock. The performance stock units vest on an annual basis, in equal 1/3rd target increments, over a three-year period, provided that certain price performance targets are met. 2/3rds will vest for each increment if target price performance is met for that increment and 100% will vest if maximum price performance is met for that increment.