VEECO INSTRUMENTS INC — Director's Dealing 2011

Apr 22, 2011

SEC Form 4/A — Form 4/A

Issuer: VEECO INSTRUMENTS INC (VECO)
CIK: 0000103145
Period of Report: 2010-06-11

Reporting Person: PEELER JOHN R (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-06-14	Common Stock	F	7704	$35.21	Disposed	163417	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-06-11	Stock Option (Right to Purchase)	$34.13	A	84400	Acquired	2020-06-10	common stock (84400)	Direct
2010-06-11	Restricted Stock Unit	$0	A	10500	Acquired		common stock (10500)	Direct

Footnotes

F1: Represents securities surrendered to Veeco to satisfy tax withholding obligations due upon the vesting of restricted stock. This transaction was inadvertantly omitted from the original filing. The addition of this transaction and clarification of footnote (3) below are the only changes to this report. The balance of the report is unchanged.

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: Reflects an award of performance restricted stock units granted under the Veeco Instruments Inc. 2010 Stock Incentive Plan. Each performance restricted stock unit represents a contingent right to receive one share of Veeco common stock. Vesting of the award is conditioned on the achievement of certain performance criteria. If the designated performance criteria is met, then one third of these awards will vest on the date on which the performance criteria is determined to have been met and one third will vest on each of the first and second anniversaries of such date. Vested shares will be delivered to the reporting person on the date of vesting. (footnote amended to clarify timing of vesting)