VEECO INSTRUMENTS INC — Director's Dealing 2016

Jun 16, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VEECO INSTRUMENTS INC (VECO)
CIK: 0000103145
Period of Report: 2016-06-14

Reporting Person: Miller William John (President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-06-14	Restricted Stock Unit	$0	A	22300	Acquired		Common Stock (22300)	Direct
2016-06-14	Restricted Stock Unit	$0	A	21420	Acquired		Common Stock (21420)	Direct
2016-06-14	Restricted Stock Unit	$0	A	12980	Acquired		Common Stock (12980)	Direct

Footnotes

F1: Reflects performance-based restricted stock units (PRSUs) granted under the Veeco 2010 Stock Incentive Plan. Each PRSU represents the contingent right to receive one share of Veeco common stock, assuming achievement of the performance criteria by the date corresponding to 100% performance achievement (the "target date"), as specified in the award agreement. If the criteria are achieved prior to the target date, then up to 150% of the shares covered by the award may be earned. If the criteria are achieved after the target date, but still within the designated period, then fewer than 100% of the shares may be earned. If the criteria are not achieved by the specified deadline, then the award will be forfeited. Vested shares will be delivered to the reporting person on the date(s) provided in the award agreement, subject to the reporting person's continued service over the later of: (i) three years from the grant date or, (ii) the date on which the target is achieved.

F2: Reflects restricted stock units (RSUs) granted under the Veeco 2010 Stock Incentive Plan. Each RSU represents the right to receive one share of Veeco common stock, subject to certain restrictions. These restrictions will lapse with respect to 1/4 of such shares on each of the first, second, third and fourth anniversaries of the date of grant, subject to the reporting person's continued service through such date.

F3: Reflects performance-based restricted stock units (PRSUs) granted under the Veeco 2010 Stock Incentive Plan. Each PRSU represents the contingent right to receive one share of Veeco common stock, assuming achievement of the performance criteria as specified in the award agreement. If the criteria are achieved by the end of the performance period then up to 100% of the shares covered by the award may be earned. If the criteria are not achieved by the end of the performance period, then the award will be forfeited. Assuming the criteria have been met, vested shares will be delivered to the reporting person on the date(s) provided in the award agreement, subject to the reporting person's continued service over the performance period ending on June 30, 2017.