ONTO INNOVATION INC. — Director's Dealing 2017

Feb 28, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NANOMETRICS INC (NANO)
CIK: 0000704532
Period of Report: 2017-02-24

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-24	Common Stock	M	16000	$0.00	Acquired	311740	Direct
2017-02-24	Common Stock	S	15305	$0.00	Disposed	296435	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-24	Performance Stock Units	$	M	16000	Disposed	2018-02-24	Common Stock (16000)	Direct

Footnotes

F1: 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.