VEECO INSTRUMENTS INC — Director's Dealing 2012

Aug 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VEECO INSTRUMENTS INC (VECO)
CIK: 0000103145
Period of Report: 2012-08-02

Reporting Person: PEELER JOHN R (Director, Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-02	Common Stock	A	3500	—	Acquired	165189	Direct
2012-08-02	Common Stock	F	1368	$34.60	Disposed	163821	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-02	Restricted Stock Unit	$0	M	3500	Disposed		common stock (3500)	Direct

Footnotes

F1: These shares were acquired pusuant 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 secruities surrendered to Veeco to satisfy tax withholding obligations due upon the vesting of restricted stock units.