ONTO INNOVATION INC. — Director's Dealing 2017

Feb 11, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NANOMETRICS INC (NANO)
CIK: 0000704532
Period of Report: 2017-02-08

Reporting Person: Andreson Jeff (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-08	Common Stock	A	16200	$0.00	Acquired	83518	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-08	Performance Stock Units	$	A	8100	Acquired	2020-02-08	Common Stock (8100)	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: Includes 486 shares purchased on December 30, 2016, pursuant to the Issuer's Employee Stock Purchase Plan.

F3: 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.