VEECO INSTRUMENTS INC — Director's Dealing 2011

Jun 13, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VEECO INSTRUMENTS INC (VECO)
CIK: 0000103145
Period of Report: 2011-06-09

Reporting Person: KIERNAN JOHN P (SVP Finance & Corp. Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-06-09	Common Stock	A	3500	—	Acquired	18138	Direct
2011-06-13	Common Stock	M	8334	$17.48	Acquired	26472	Direct
2011-06-13	Common Stock	S	8334	$52.8044	Disposed	18138	Direct
2011-06-13	Common Stock	M	5866	$34.13	Acquired	24004	Direct
2011-06-13	Common Stock	S	5866	$52.6659	Disposed	18138	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-06-09	Stock Option (Right to Purchase)	$51.70	A	7000	Acquired	2021-06-08	common stock (7000)	Direct
2011-06-13	Stock Option (right to purchase)	$17.48	M	8334	Disposed	2015-06-11	common stock (8334)	Direct
2011-06-13	Stock Option (right to purchase)	$34.13	M	5866	Disposed	2020-06-10	common stock (5866)	Direct

Footnotes

F1: These shares were acquired pursuant to a restricted stock award under the Veeco Instruments Inc. 2010 Stock Incentive Plan and are subject to certain restrictions. Vesting of these shares is conditioned on the achievement of certain performance criteria. If the designated performance criteria is met, then the restrictions will lapse with respect to one third of such shares on each of the second, third and fourth anniversaries of the grant date.

F2: The option will become exercisable with respect to 1/3 of such shares on each of the first, second and third anniversaries of the date of grant.

F3: The option was granted on June 12, 2008 and became exercisable with respect to 1/3 of such shares on each of the first, second and third anniversaries of the date of grant.

F4: The option was granted on June 11, 2010 and became exercisable with respect to 1/3 of such shares on each of the first, second and third anniversaries of the date of grant.

F5: Represents weighted average sale price. Actual sale prices ranged from $52.47 to $53.26 per share. The reporting person undertakes to provide, upon the request of the SEC staff, the issuer, or any security holder of the issuer, full information regarding the number of shares sold at each separate price.

F6: Represents weighted average sale price. Actual sale prices ranged from $52.47 to $52.98 per share. The reporting person undertakes to provide, upon the request of the SEC staff, the issuer, or any security holder of the issuer, full information regarding the number of shares sold at each separate price.