ONTO INNOVATION INC. — Director's Dealing 2019

Oct 30, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Onto Innovation Inc. (ONTO)
CIK: 0000704532
Period of Report: 2019-10-25

Reporting Person: ROTH STEVEN R (SEE REMARKS)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-10-25	Common Stock	A	42826	—	Acquired	42826	Direct
2019-10-25	Common Stock	A	21212	—	Acquired	64038	Direct

Footnotes

F1: On October 25, 2019, pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), Rudolph Technologies, Inc. ("Rudolph") and Nanometrics Incorporated ("Nanometrics") effected an all-stock merger of equals to combine their respective businesses in which a wholly-owned subsidiary of Nanometrics merged with and into Rudolph, with Rudolph surviving as a wholly-owned subsidiary of Nanometrics (the "Merger"). Pursuant to the Merger Agreement, upon completion of the Merger, Nanometrics changed its name to "Onto Innovation Inc." ("Onto Innovation") and each issued and outstanding share of Rudolph common stock was converted into the right to receive 0.8042 shares of Nanometrics common stock (the "Exchange Ratio"), with cash paid in lieu of fractional shares.

F2: These restricted stock units ("RSUs") were originally granted under the Rudolph Technologies, Inc. 2018 Stock Plan (the "Plan") and vest periodically so long as the reporting person remains employed by Onto Innovation or one of its affiliates on each applicable vesting date. At the Effective Time, Onto Innovation assumed the Plan and related award agreements and the existing RSUs became restricted stock units of Onto Innovation, subject to the Exchange Ratio.