VEECO INSTRUMENTS INC — Director's Dealing 2011

Aug 4, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VEECO INSTRUMENTS INC (VECO)
CIK: 0000103145
Period of Report: 2011-08-02

Reporting Person: Glass David D. (EVP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-08-02	Common Stock	A	666	—	Acquired	32466	Direct
2011-08-02	Common Stock	F	242	$39.05	Disposed	32224	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-08-02	Restricted Stock Unit	$0	M	666	Disposed		common stock (666)	Direct

Footnotes

F1: These shares were acquired pursuant to a restricted stock unit award granted on June 11, 2010 under the Veeco Instruments Inc. 2010 Stock Incentive Plan. Vesting of these shares was conditioned on the achievement of certain performance criteria. This criteria was met and, as a result, the restrictions on one-third of these awards lapsed on August 2, 2011 (the "Initial Vesting Date"). The restrictions on an additional one-third of these shares shall lapse on each of the first and second anniversaries of the Initial Vesting Date.

F2: Represents securities surrendered to Veeco to satisfy tax withholding obligations due upon the vesting of restricted stock units.