0001140361-15-030953.txt : 20150811 0001140361-15-030953.hdr.sgml : 20150811 20150811145539 ACCESSION NUMBER: 0001140361-15-030953 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20150811 DATE AS OF CHANGE: 20150811 GROUP MEMBERS: BENJAMIN NAHUM GROUP MEMBERS: NEUBEGER BERMAN HOLDINGS LLC GROUP MEMBERS: NEUBERGER BERMAN LLC GROUP MEMBERS: NEUBERGER BERMAN MANAGEMENT LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ULTRATECH INC CENTRAL INDEX KEY: 0000909791 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 943169580 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-44773 FILM NUMBER: 151043623 BUSINESS ADDRESS: STREET 1: 3050 ZANKER RD CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 4083218835 MAIL ADDRESS: STREET 1: 3050 ZANKER RD CITY: SAN JOSE STATE: CA ZIP: 95134 FORMER COMPANY: FORMER CONFORMED NAME: ULTRATECH STEPPER INC DATE OF NAME CHANGE: 19930727 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Neuberger Berman Group LLC CENTRAL INDEX KEY: 0001465109 IRS NUMBER: 611591182 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 605 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10158 BUSINESS PHONE: 212-476-9000 MAIL ADDRESS: STREET 1: 605 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10158 SC 13D 1 doc1.htm NONE Schedule 13D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. n/a )*

Ultratech Inc
(Name of Issuer)


Common Stock
(Title of Class of Securities)


904034105
(CUSIP Number)


William Braverman ESQ,  Neuberger Berman Group LLC  605 Third Ave, 21st floor  New York,  NY  10159  Phone : 212-476-9035
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)


August 04, 2015
(Date of Event which Requires Filing of this Statement)



If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.    x

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

1
NAMES OF REPORTING PERSONS
   
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
Neuberger Berman Group LLC
    
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
 
(b)
x
   
3
SEC USE ONLY
   
     
   
4
SOURCE OF FUNDS
   
OO
    
   
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f)
 
o
 
   
   
6
CITIZENSHIP OR PLACE OF ORGANIZATION
   
Delaware
    
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
   
0
    
   
8
SHARED VOTING POWER
   
1,812,794
    
   
9
SOLE DISPOSITIVE POWER
   
0
    
   
10
SHARED DISPOSITIVE POWER
   
1,828,054
    
   
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
1,828,054
    
   
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
 
   
   
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
6.68%
   
   
14
TYPE OF REPORTING PERSON
   
HC
    
   
 
 
1
NAMES OF REPORTING PERSONS
   
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
Neubeger Berman Holdings LLC
    
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
 
(b)
x
   
3
SEC USE ONLY
   
     
   
4
SOURCE OF FUNDS
   
OO
    
   
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f)
 
o
 
   
   
6
CITIZENSHIP OR PLACE OF ORGANIZATION
   
Delaware
    
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
   
0
    
   
8
SHARED VOTING POWER
   
1,812,794
    
   
9
SOLE DISPOSITIVE POWER
   
0
    
   
10
SHARED DISPOSITIVE POWER
   
1,828,054
    
   
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
1,828,054
    
   
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
 
   
   
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
6.68%
   
   
14
TYPE OF REPORTING PERSON
   
HC
    
   
 
 
1
NAMES OF REPORTING PERSONS
   
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
Neuberger Berman LLC
    
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
 
(b)
x
   
3
SEC USE ONLY
   
     
   
4
SOURCE OF FUNDS
   
OO
    
   
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f)
 
o
 
   
   
6
CITIZENSHIP OR PLACE OF ORGANIZATION
   
Delaware
    
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
   
0
    
   
8
SHARED VOTING POWER
   
1,812,794
    
   
9
SOLE DISPOSITIVE POWER
   
0
    
   
10
SHARED DISPOSITIVE POWER
   
1,828,054
    
   
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
1,828,054
    
   
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
 
   
   
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
6.68%
   
   
14
TYPE OF REPORTING PERSON
   
IA  BD
    
   
 
 
1
NAMES OF REPORTING PERSONS
   
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
Neuberger Berman Management LLC
    
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
 
(b)
x
   
3
SEC USE ONLY
   
     
   
4
SOURCE OF FUNDS
   
OO
    
   
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f)
 
o
 
   
   
6
CITIZENSHIP OR PLACE OF ORGANIZATION
   
Delaware
    
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
   
0
    
   
8
SHARED VOTING POWER
   
764,930
    
   
9
SOLE DISPOSITIVE POWER
   
0
    
   
10
SHARED DISPOSITIVE POWER
   
764,930
    
   
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
764,930
    
   
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
 
   
   
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
2.80%
   
   
14
TYPE OF REPORTING PERSON
   
IA  BD
    
   
 
 
1
NAMES OF REPORTING PERSONS
   
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
Benjamin Nahum
    
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
 
(b)
x
   
3
SEC USE ONLY
   
     
   
4
SOURCE OF FUNDS
   
PF
    
   
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f)
 
o
 
   
   
6
CITIZENSHIP OR PLACE OF ORGANIZATION
   
United States of America
    
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
   
100,000
    
   
8
SHARED VOTING POWER
   
0
    
   
9
SOLE DISPOSITIVE POWER
   
100,000
    
   
10
SHARED DISPOSITIVE POWER
   
0
    
   
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
100,000
    
   
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
 
   
   
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
.37%
   
   
14
TYPE OF REPORTING PERSON
   
N/A
    
   
 
 
 
 
Item 1.
Security and Issuer
  
 
 
The class of equity securities to which this statement on Schedule 13D relates is the common stock (the “Securities”) of Ultratech Inc., a Delaware corporation (the “Issuer”), having its principal place of business at 3050 Zanker Road, San Jose, California 95134.
 
Item 2.
Identity and Background
  
 
 
(a)
This statement is being filed by the following persons: Neuberger Berman Group LLC (“NB Group”), Neuberger Berman Holdings LLC (“NB Holdings”), Neuberger Berman LLC (“NB LLC”), Neuberger Berman Management LLC (“NB Management”) and Benjamin Nahum (NB Group, NB Holdings, NB LLC, NB Management and Mr. Nahum, collectively the “Reporting Persons”).

 
(b)
The business address for each of the Reporting Persons is 605 Third Avenue, New York, New York 10158.

 
(c)
Each of NB Group, NB Holdings, NB LLC and NB Management is a Delaware limited liability company.

Mr. Nahum is a portfolio manager and managing director of NB LLC and NB Management.

NB Group is the parent company of multiple subsidiaries engaged in the investment advisory business.

NB Holdings is a subsidiary of NB Group and the holding company of NB LLC, NB Management and certain other subsidiaries engaged in the investment advisory business, primarily with respect to equities.

NB LLC, an indirect subsidiary of NB Group, is an investment adviser registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and a broker-dealer registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a registered investment adviser (“RIA”), NB LLC provides discretionary investment advisory services to private investors, institutions, endowments, employee benefit plans, foundations and others.

NB Management, an indirect subsidiary of NB Group, is an investment adviser registered under the Advisers Act and a limited purpose broker-dealer registered under the Exchange Act. As an RIA, NB Management provides investment advisory services to investment companies registered under the Investment Company Act of 1940, as amended.

The information required by instruction C to Schedule 13D with respect to the directors and executive officers of the Reporting Persons is set forth below.


Neuberger Berman Group LLC

Directors

Joseph Amato
Robert D’Alelio
Steven Kandarian
George Walker
Richard Worley
Lawrence Zicklin

Executive Officers

George Walker, Chief Executive Officer
Joseph Amato, President
Heather Zuckerman, Executive Vice President, Secretary and Chief Administrative Officer
Andrew Komaroff, Executive Vice President and Chief Operating Officer
William Arnold, Executive Vice President and Chief Financial Officer

Neuberger Berman Holdings LLC

Joseph Amato, President and Chief Executive Officer
William Arnold, Executive Vice President and Chief Financial Officer
James Dempsey, Senior Vice President and Treasurer

Neuberger Berman LLC

Joseph Amato, President, Chief Executive Officer and Chief Investment Officer – Equities
Brad Cetron, Managing Director, Chief Compliance Officer and Deputy General Counsel
James Dempsey, Senior Vice President, Chief Financial Officer and Treasurer
Bradley Tank, Managing Director and Chief Investment Officer – Fixed Income

Neuberger Berman Management LLC

Robert Conti, President and Chief Executive Officer
Joseph Amato, Managing Director and Chief Investment Officer – Equities
Bradley Tank, Managing Director and Chief Investment Officer – Fixed Income
Brian Kerrane, Managing Director and Chief Administrative Officer
Brad Cetron, Managing Director and Chief Compliance Officer – B/D
Chamaine Williams, Senior Vice President and Chief Compliance Officer – I/A
Andrew Allard, Senior Vice President and General Counsel

 
(d)
None of the individuals referenced above have been convicted in a criminal proceeding in the past five years.

 
(e)
None of the individuals referenced above have been party to a civil proceeding or a judicial or administrative proceeding or subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws in the past five years.

 
(f)
All of the individuals referenced above are citizens of the United States.
 
Item 3.
Source and Amount of Funds or Other Consideration
  
 
 
NB LLC and NB Management, each in its capacity as an RIA, used an aggregate of approximately $22,131,399.53 and $12,720,785.90, respectively, of funds provided through the accounts of certain of their investment advisory clients to purchase the Securities reported as beneficially owned in Item 5. Mr. Nahum used approximately $1,663,000.00 of personal funds to purchase the Securities beneficially owned by him in Item 5.
 
Item 4.
Purpose of Transaction
  
 
The Securities reported as beneficially owned in Item 5 were purchased in the ordinary course of business for investment purposes by NB LLC and NB Management, each in its capacity as an RIA on behalf of investment advisory clients. On August 4, 2015, NB Management, on behalf of certain of its affiliates and itself, sent a letter (the “Letter”) to Arthur Zafiropoulo, the Issuer’s Chairman, Chief Executive Officer and President (copies of which were also sent to each of the Issuer’s directors) regarding the Issuer’s failure to create shareholder value, certain compensation practices with respect to the Issuer’s stock plans, significant dilution of shareholders and what appears to be a lack of alignment of the Issuer’s management with its shareholders. (A copy of the Letter is attached hereto as Schedule 1.) The Reporting Persons may take actions that would be deemed as having the purpose or effect of changing or influencing control of the Issuer, which may include but not be limited to communicating with other shareholders of the Issuer and nominating candidates for election to the Issuer’s Board of Directors at the Issuer’s 2016 annual meeting. None of the Reporting Persons intends to seek control of the Issuer or to participate in the day-to-day management of the Issuer. Depending on future market conditions, NB LLC and NB Management, in their capacities as RIAs, may purchase additional Securities and sell Securities on behalf of their investment advisory clients; and, Mr. Nahum also may purchase additional Securities and sell Securities for his personal accounts.
At this time, other than as described above in this Item 4, none of the Reporting Persons has any plans or proposals with respect to the Issuer that relate to or would result in the events listed in Item 4(a)-(j) of the instructions for Schedule 13D.

 
(a)
See above.

 
(b)
See above.

 
(c)
See above.

 
(d)
See above.

 
(e)
See above.

 
(f)
See above.

 
(g)
See above.

 
(h)
See above.

 
(i)
See above.

 
(j)
See above.
 
Item 5.
Interest in Securities of the Issuer
  
 
(a)
The aggregate number of Securities to which this Schedule 13D relates is 1,828,054 shares, representing 6.68% of the 27,364,690 common shares reported outstanding in the Issuer’s most recent Form 10-Q for the quarterly period ended June 30, 2015. The Reporting Persons beneficially own the Securities as follows:

Common Shares / Percentage of Common Shares Outstanding

NB LLC 1,828,054 / 6.68%

NB Management 764,930 / 2.80%

Mr. Nahum 100,000 / 0.37%

Due to NB Group’s and NB Holdings’ indirect and direct ownership of NB LLC and NB Management, each of NB Group and NB Holdings is deemed to beneficially own the Securities beneficially owned by NB LLC and NB Management.

 
(b)
NB LLC has been granted discretionary voting and dispositive power with respect to 1,812,794 of the Securities reported herein as being beneficially owned by it, and with respect to such Securities, NB LLC shares voting and dispositive power with its clients in whose accounts the Securities are held. In addition, NB LLC has been granted discretionary dispositive power, but not voting power, with respect to the remaining 15,260 of the Securities reported herein as beneficially owned by it. NB LLC shares only dispositive power with those clients in whose accounts such Securities are held.

NB Management has been granted discretionary voting and dispositive power with respect to 764,930 of the Securities reported herein as being beneficially owned by it.

Mr. Nahum has voting and dispositive power with respect to the 100,000 of the Securities reported herein as being beneficially owned by him.

 
(c)
The Reporting Persons effected the following transactions in the Securities during the past sixty days. Such transactions were effected in the open market.
See Schedule 2.

 
 
Transaction Date Shares or Unites Purchased (Sold) Price Per Share or Unit 
 
 

 
 
 

 
 

 
(d)
Not applicable.

 
(e)
Not applicable.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
  
 
 
Not applicable
 
Item 7.
Material to Be Filed as Exhibits
  
 
 
Letter to Issuer’s Board of Directors, dated June 13, 2012, is attached hereto as Schedule 1.

List of Trades in response to Item 5.c is attached hereto as Schedule 2.

The Joint Filing Agreement is attached hereto as Schedule 3.
 
Signature
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 
Neuberger Berman Group LLC
  
       
August 11, 2015
By:
/s/ Joseph Amato
  
   
President
  
       
 
Neuberger Berman Holdings LLC
  
       
August 11, 2015
By:
/s/ Joseph Amato
  
   
President & Chief Executive Officer
 
       
 
Neuberger Berman LLC
  
       
August 11, 2015
By:
/s/ Joseph Amato
  
   
President & Chief Executive Officer
 
       
 
Neuberger Berman Management LLC
  
       
August 11, 2015
By:
/s/ Robert Conti
  
   
President & Chief Executive Officer
  
       
 
Benjamin Nahum
  
       
August 11, 2015
By:
/s/ Benjamin Nahum
  
   
 
       
 
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Footnotes: Item 5(a):
Neuberger Berman LLC, Neuberger Berman Management LLC, Neuberger Berman Trust Co N.A., Neuberger Berman Trust Co of Delaware N.A., NB Alternatives Advisers LLC and Neuberger Berman Fixed Income LLC and certain affiliated persons may be deemed to beneficially own the securities covered by this report in their various fiduciary capacities by virtue of the provisions of Exchange Act Rule 13d-3. Neuberger Berman Group LLC, through its subsidiary Neuberger Berman Holdings LLC, controls Neuberger Berman LLC, Neuberger Berman Management LLC, Neuberger Berman Trust Co N.A., Neuberger Berman Trust Co of Delaware N.A., NB Alternatives Advisers LLC and Neuberger Berman Fixed Income LLC and certain affiliated persons.

This report is not an admission that any of these entities are the beneficial owner of the securities covered by this report and each of Neuberger Berman Group LLC, Neuberger Berman Holdings LLC, Neuberger Berman LLC, Neuberger Berman Management LLC, Neuberger Berman Trust Co N.A., Neuberger Berman Trust Co of Delaware N.A., NB Alternatives Advisers LLC and Neuberger Berman Fixed Income LLC and certain affiliated persons disclaim beneficial ownership of the securities covered by this statement pursuant to Exchange Act Rule 13d-4.

Item 5(b):
Neuberger Berman Group LLC and its affiliates may be deemed to be beneficial owners of securities for purposes of Exchange Act Rule 13d-3 because they or certain affiliated persons have shared power to retain, dispose of or vote the securities of unrelated clients. Neuberger Berman Group LLC or its affiliated persons do not, however, have any economic interest in the securities of those clients. The clients have the sole right to receive and the power to direct the receipt of dividends from or proceeds from the sale of such securities. No one client has an interest of more than 5% of the issuer.

With regard to the shares set forth under item 5(b), Neuberger Berman Group LLC may be deemed to be the beneficial owner for purposes of Rule 13d-3 because certain affiliated persons have shared power to retain, dispose of and vote the securities. In addition to the holdings of individual advisory clients, each of Neuberger Berman LLC and Neuberger Berman Management LLC serve as a sub-adviser and investment manager, respectively, of Neuberger Berman Group LLC’s various registered mutual funds which hold such shares. The holdings belonging to clients of Neuberger Berman Trust Co N.A., Neuberger Berman Trust Co of Delaware N.A., NB Alternatives Advisers LLC and Neuberger Berman Fixed Income LLC, affiliates of Neuberger Berman LLC, are also aggregated to comprise the holdings referenced herein.

In addition to the shares set forth under Item 5(b) for which Neuberger entities also have shared power to dispose of the shares, item 5(b) also includes shares from individual client accounts over which Neuberger Berman LLC has shared power to dispose but does not have voting power over these shares. The holdings of Neuberger Berman Trust Co N.A., Neuberger Berman Trust Co of Delaware N.A., NB Alternatives Advisers LLC and Neuberger Berman Fixed Income LLC, affiliates of Neuberger Berman LLC, are also aggregated to comprise the holdings referenced herein.
 
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
 
 
 EX-1 2 sc1.htm EX-1
SCHEDULE 1
 
Neuberger Berman Management LLC
605 Third Avenue
New York, NY 10158-0108
Tel. 212.476.8800
 Neuberger Berman

August 4, 2015

Mr. Arthur Zafiropoulo
Chairman, Chief Executive Officer and President
Ultratech Inc.
3050 Zanker Road
San Jose, California 95134

Dear Art:

Neuberger Berman Management LLC and its affiliated investment advisers currently own, on behalf of their clients, over six percent of the common shares outstanding of Ultratech Inc. ("Ultratech" or the "Company"). Our ownership dates back to 2005, and as a large and very long-term owner it is both difficult and disheartening to acknowledge that our faith in your ability to create lasting shareholder value has waned.

Art, at the end of Ultratech's most recent quarterly earnings call you made the following statement:

"We have a number of long-term holders of our stock at Ultratech and many new ones. And I can tell you that we're expecting to provide the kind of returns we have provided in the past in the near future. Your patience will be rewarded."

Maintaining a long-term investment horizon and demonstrating patience is often a rewarding strategy. Unfortunately, for shareholders like us, that strategy has not proved effective. Frankly, we are at a loss to understand the returns you believe we've experienced "in the past". Based on twenty years of publicly available data, your long-term investors have seen no continuing stock price appreciation. To which returns were you referring? From our observation, only investors who are active traders and management, by virtue of options grants and restricted stock awards, have realized any value creation.

Art, at the time we made our original investment in Ultratech, we recognized that investors in the semiconductor capital equipment business must accept significant volatility in the value of their investment; however, we took great comfort in your ownership of nearly eight percent of the Company. We believed that with a significant personal stake in the Company you would be aligned with and manage the Company for the benefit of long-term holders. This seems to no longer be a reasonable assumption. Proxy filings show that over the last ten years, your stake in the Company has declined by half. Significant dispositions by the Company's CFO (Bruce Wright) and you have greatly reduced management's financial exposure to Ultratech's share price performance. We can only guess as to why you dramatically reduced your investment in Ultratech but the pattern of option grants and stock awards suggest one answer: the risk associated with a poorly timed sale is mitigated by annual option grants and restricted stock awards that often are issued when the Company's industry is depressed and the shares are undervalued.
 
Mr. Arthur Zafiropoulo
August 4, 2015
Page 2

We believe that Ultratech's shareholders have not been well served by the Board's blessing of the company's management incentive plans. Option grants and restricted stock awards since 2001 (based on publicly available information) have resulted in significant dilation of shareholders as total shares outstanding have increased from 21 million to almost 28 million. During that time period, the Board has granted you options on more than one million shares and awarded you over 800,000 restricted shares. The granting of equity awards under incentive plans is meant to, among other things strengthen the alignment of company management with its shareholders, foster long-term ownership and reward management for generating strong performance. It does not appear that any of those objectives have been achieved. Had you retained your awards and only disposed of options and restricted stock to pay tax liabilities, we estimate that your ownership today would be two and a half million shares compared to the one million currently reported. In short, with Board oversight and approval, you have de-risked yourself from the fortunes of the Company at the shareholders' expense.

The absence of any long-term shareholder value creation, extreme dilution and significant insider selling have seriously undermined our confidence in management and Ultratech's Board. We would like to engage you in a discussion on how to restore management's credibility, review the tenure of current Board members and most importantly establish a timeline for value creation and management succession. In the event we are unable to reach any satisfactory conclusion or "meeting of the minds" we reserve the right to present our ideas to other shareholders or seek Board representation by Directors more attuned to the needs of shareholders.

We look forward to a constructive conversation on these most important shareholder issues at your earliest convenience.

Respectfully,

Neuberger Berman Management LLC

By:
/s/ Benjamin Nahum
  
 
Benjamin Nahum, Managing Director
  

cc: Board of Directors

Michael C. Child
Joel F. Gemunder
Nicholas Konidaris
Dennis R. Raney
Henri Richard
Rick Timmins

 
 EX-2 3 sc2v2.htm EX-2
Schedule 2
 
Neuberger Berman LLC1

Date
Units
Purchased/Sold (-)
Average Price
6/1/2015
215
19.7406
6/2/2015
10250
19.9709
6/3/2015
195
20.4102
6/3/2015
9800
20.4298
6/3/2015
23500
20.4218
6/4/2015
1700-
20.0622
6/4/2015
7890
20.2558
6/5/2015
55-
19.7908
6/5/2015
400
19.8096
6/10/2015
8200
19.8223
6/11/2015
490-
20.021
6/11/2015
1040
20.08
6/11/2015
27506
20.01
6/12/2015
210
20.1293
6/15/2015
16-
19.3118
6/15/2015
1460
19.2578
6/17/2015
1415
19.471
6/18/2015
6500
19.2192
6/19/2015
50-
18.5401
6/19/2015
390
18.41
6/22/2015
1850
18.6057
6/24/2015
53
19
6/25/2015
4100-
19.1396
6/25/2015
55
19.12
6/26/2015
250
18.74
6/26/2015
10400
18.9603
6/29/2015
65
18.5899
7/6/2015
35-
18.6801
7/7/2015
45-
18.1322
7/9/2015
430
18.3506
7/10/2015
305
17.8799
7/13/2015
90
18.2041
7/14/2015
900
18.4598
7/15/2015
5000
18.0802
7/16/2015
810
17.541
7/17/2015
205
16.9103
7/23/2015
255
15.89
7/23/2015
4495
15.9148
7/23/2015
17458
15.9895
7/24/2015
30742
15.3918
7/30/2015
140
15.7126
7/31/2015
145
15.7486
8/3/2015
100
15.728
8/4/2015
380
16.1955
 
Neuberger Berman Management LLC

Date
Units
Purchased/Sold (-)
Average Price
06/03/2015
23500
20.4218
06/10/2015
8200
19.8223
06/11/2015
27506
20.01
06/18/2015
6500
19.2192
06/26/2015
9100
18.9603
07/15/2015
4700
18.0802
07/23/2015
11308
15.9895
07/24/2015
19742
15.3918

___________________________
 
1 Does not include two transactions involving 455 shares that were cancelled prior to settlement.
 
 
 EX-3.(I) 4 sc3.htm EX-3.(I)
Schedule 3
 

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in Item 2 of this Schedule 13D to which this Exhibit relates) on behalf of each of them of the statement on Schedule 13D (including amendments thereto) with respect to the common shares of Ultratech Inc. and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which when taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this th day of August 2015.

 
Neuberger Berman Group LLC
  
     
 
/s/ Joseph Amato
  
 
By: Joseph Amato
  
 
President
  
     
 
Neuberger Berman Holdings LLC
  
     
 
/s/ Joseph Amato
  
 
By: Joseph Amato
  
 
President and Chief Executive Officer
  
     
 
Neuberger Berman LLC
  
     
 
/s/ Joseph Amato
  
 
By: Joseph Amato
  
 
President and Chief Executive Officer
  
     
 
Neuberger Berman Management LLC
  
     
 
/s/ Robert Conti
  
 
By: Robert Conti
  
 
President and Chief Executive Officer
  
     
 
/s/ Benjamin Nahum
  
 
Benjamin Nahum