ONTO INNOVATION INC. — Director's Dealing 2018

Feb 26, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NANOMETRICS INC (NANO)
CIK: 0000704532
Period of Report: 2018-02-22

Reporting Person: Stultz Timothy J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-22	Common Stock	M	22500	$0.00	Acquired	342087	Direct
2018-02-23	Common Stock	M	20000	$0.00	Acquired	362087	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-22	Performance Stock Units	$	M	22500	Disposed	2029-02-22	Common Stock (22500)	Direct
2018-02-23	Performance Stock Unit	$	M	20000	Disposed	2018-02-24	Common Stock (20000)	Direct

Footnotes

F1: 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.

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.

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