VEECO INSTRUMENTS INC — Director's Dealing 2011

May 20, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VEECO INSTRUMENTS INC (VECO)
CIK: 0000103145
Period of Report: 2011-05-18

Reporting Person: Collingwood Peter (SVP WW Sales & Field Service)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-18	Common Stock	M	3667	—	Acquired	3667	Direct
2011-05-18	Common Stock	F	1276	$51.64	Disposed	2391	Direct
2011-05-18	Common Stock	M	6666	$8.82	Acquired	9057	Direct
2011-05-18	Common Stock	S	3800	$52.4733	Disposed	5257	Direct
2011-05-18	Common Stock	S	2866	$52.9730	Disposed	2391	Direct
2011-05-19	Common Stock	S	2391	$55.4064	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-18	Restricted Stock Unit	$0	M	3667	Disposed		common stock (3667)	Direct
2011-05-18	Stock Option (right to purchase)	$8.82	M	6666	Disposed	2016-05-17	common stock (6666)	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive, at settlement, one share of Veeco common stock. This transaction represents the settlement of vested restricted stock units in shares of common stock.

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

F3: This restricted stock unit award was granted on May 18, 2009 and vests with respect to 1/3 of such shares on each of the first, second and third anniversaries of the date of grant. Vested shares will be delivered to the reporting person on the vesting date.

F4: Reflects weighted average sale price. Actual sale prices ranged from $51.83 to $52.81 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.

F5: Reflects weighted average sale price. Actual sale prices ranged from $52.85 to $53.1005 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: Reflects weighted average sale price. Actual sale prices ranged from $55.36 to $55.46 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.

F7: The option was granted on May 18, 2009 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.