VEECO INSTRUMENTS INC — Director's Dealing 2018

Mar 16, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VEECO INSTRUMENTS INC (VECO)
CIK: 0000103145
Period of Report: 2018-03-14

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-14	Common Stock	A	24810	—	Acquired	396246.0905	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-03-14	Restricted Stock Unit	$0	A	25822	Acquired		Common Stock (25822)	Direct

Footnotes

F1: These shares were acquired pursuant to a restricted stock award under the Veeco Instruments Inc. 2010 Stock Incentive Plan (the "Plan") and are subject to certain restrictions. Subject to the reporting person's continued service, these restrictions will lapse: i) 20% on the date which is twelve months from the date of grant, ii) 20% on the date which is eighteen months from the date of grant, iii) 20% on the date which is thirty months from the date of grant, iv) 20% on the date which is forty-two months from the date of grant, and v) 20% on the date which is forty-eight months from the date of grant.

F2: Reflects a correction to the total number of shares owned (a reduction of 7,947 shares that was reported on 12/15/2017 but not reflected in Mr. Peeler's last filing on 2/23/2018).

F3: Reflects performance-based restricted stock units ("PRSU") granted under the Plan. Subject to the reporting person's continued service and the achievement of three-year performance criteria (the "Criteria") specified in the award agreement, each PRSU represents the contingent right to receive one share of Veeco common stock. Awards can range from 25% to 150% of the reported PRSUs based on achievement of the Criteria. If the Criteria are not achieved, the award will be forfeited. Subject to having been earned, vested shares will be delivered to the reporting person on the date specified in the award agreement, but in no case earlier than the third anniversary of the grant date.