VEECO INSTRUMENTS INC — Director's Dealing 2014

Feb 24, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VEECO INSTRUMENTS INC (VECO)
CIK: 0000103145
Period of Report: 2014-02-21

Reporting Person: KIERNAN JOHN P (SVP Fin, Corp. Cntlr. & Treas.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-21	Common Stock	M	4584	$8.82	Acquired	41814	Direct
2014-02-21	Common Stock	M	4584	$12.36	Acquired	46398	Direct
2014-02-21	Common Stock	S	15046	$39.51	Disposed	31352	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-21	Stock Option (right to purchase)	$8.82	M	4584	Disposed	2016-05-17	common stock (4584)	Direct
2014-02-21	Stock Option (right to purchase)	$12.36	M	4584	Disposed	2016-06-28	common stock (4584)	Direct

Footnotes

F1: Reflects weighted average sale price. Actual sale prices ranged from $39.39 to $39.77 per share. The reporting person undertakes to provide, upon the request of the SEC staff, the issuer or any securuity holder of the issuer, full information regarding the number of shares sold at each separate price.

F2: The option was granted on May 18, 2009 and became exercisable with respect of 1/3 of such shares on each of the first, second and third anniversaries of the date of grant.

F3: The option was granted on June 29, 2009 and became exercisable with respect of 1/3 of such shares on each of the first, second and third anniversaries of the date of grant.