ONTO INNOVATION INC. — Director's Dealing 2017

Nov 29, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NANOMETRICS INC (NANO)
CIK: 0000704532
Period of Report: 2017-11-27

Reporting Person: Stultz Timothy J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-11-27	Common Stock	M	15000	$0.00	Acquired	295651	Direct
2017-11-27	Common Stock	M	17666	$0.00	Acquired	313317	Direct
2017-11-27	Common Stock	A	2075	$0.00	Acquired	315392	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-11-27	Performance Stock Units	$	M	22500	Disposed	2019-02-22	Common Stock (22500)	Direct
2017-11-27	Performance Stock Units	$	M	26500	Disposed	2020-02-08	Common Stock (26500)	Direct

Footnotes

F1: Shares are represented by restricted stock units into which performance stock units converted. Each restricted stock unit represents a contingent right to receive one share of NANO common stock. The restricted stock units vest on February 22, 2019.

F2: Shares are represented by restricted stock units into which performance stock units converted. Each restricted stock unit represents a contingent right to receive one share of NANO common stock. The restricted stock units vest 50% on February 8, 2019 and 50% on February 8, 2020.

F3: 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 23, 2018 or the next annual shareholder's meeting.

F4: Shares are represented by performance stock units, each of which represents a contingent right to receive one share of NANO common stock. Of these performance stock units, performance stock units covering 22,500 shares converted into restricted stock units to acquire 15,000 shares, which will vest as set forth in note (1) above, and are reflected on Table I. The remaining performance stock units covering 22,500 shares will vest on February 22, 2018, provided that certain price performance targets are met. 2/3rds will vest if target price performance is met, and 100% will vest if maximum price performance is met.

F5: Shares are represented by performance stock units, each of which represents a contingent right to receive one share of NANO common stock. Of these performance stock units, performance stock units covering 26,500 shares converted into restricted stock units to acquire 17,666 shares, which will vest as set forth in note (2) above, and are reflected on Table I. The remaining performance stock units covering 13,250 shares will vest on February 8, 2018, provided that certain price performance targets are met. 2/3rds will vest if target price performance is met, and 100% will vest if maximum price performance is met.