VEECO INSTRUMENTS INC — Director's Dealing 2013

Nov 6, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VEECO INSTRUMENTS INC (VECO)
CIK: 0000103145
Period of Report: 2013-11-04

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-11-04	Common Stock	M	3500	—	Acquired	165109	Direct
2013-11-04	Common Stock	F	1910	$29.32	Disposed	163199	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-11-04	Restricted Stock Unit	$0	M	3500	Disposed		common stock (3500)	Direct

Footnotes

F1: These shares were acquired pursuant to a restricted stock unit award granted on June 11, 2010 under the Veeco Instruments 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 was scheduled to lapse on each of the first and second anniversaries of the Initial Vesting Date. The vesting of the award scheduled to vest in August 2013 was delayed until November 4, 2013 due to Veeco's accounting review and Veeco's inability to file its 2012 annual report on Form 10-K with the SEC until November 4, 2013.

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