VEECO INSTRUMENTS INC — Director's Dealing 2012

May 30, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VEECO INSTRUMENTS INC (VECO)
CIK: 0000103145
Period of Report: 2012-05-25

Reporting Person: Miller William John (EVP Process Equipment)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-25	Common Stock	A	10200	—	Acquired	42745	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-25	Stock Option (Right to Purchase)	$33.00	A	35000	Acquired	2022-05-24	common stock (35000)	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.