SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ROTH STEVEN R

(Last)

(First)

(Middle)

C/O RUDOLPH TECHNOLOGIES INC.

16 JONSPIN ROAD

(Street)

WILMINGTON

01887

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
RUDOLPH TECHNOLOGIES INC [ RTEC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President & CFO

3. Date of Earliest Transaction (Month/Day/Year)
10/25/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/25/2019		D		68,181⁽¹⁾⁽²⁾	D	⁽¹⁾⁽²⁾	0	D
Common Stock	10/25/2019		A		11,448⁽³⁾	A	$0.00	11,448	D
Common Stock	10/25/2019		D		11,448⁽³⁾	D	⁽³⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On October 25, 2019, pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), Rudolph Technologies, Inc. ("Rudolph") and Nanometrics Incorporated ("Nanometrics") effected an all-stock merger of equals to combine their respective businesses in which a wholly-owned subsidiary of Nanometrics merged with and into Rudolph, with Rudolph surviving as a wholly-owned subsidiary of Nanometrics (the "Merger"). Pursuant to the Merger Agreement, upon completion of the Merger, Nanometrics changed its name to "Onto Innovation Inc." and each issued and outstanding share of Rudolph common stock was converted into the right to receive 0.8042 shares of Onto Innovation Inc. (formerly Nanometrics) ("Onto") common stock (the "Exchange Ratio").

2. Pursuant to the Merger Agreement, upon completion of the Merger, each outstanding and unvested restricted stock unit award and performance stock unit award held by the Reporting Person was assumed by Onto and converted into a restricted stock unit or a performance stock unit, as applicable, corresponding to shares of Onto common stock, subject to the Exchange Ratio.

3. Pursuant to the Merger Agreement, upon completion of the Merger, each outstanding and vested restricted stock unit award and performance stock unit award held by the Reporting Person, including any performance stock unit award that was treated as vested as of the effective time of the Merger (the "Effective Time") based on the target performance under such award, was issued as of immediately prior to the Effective Time and was treated as a share of Rudolph common stock issued and outstanding immediately prior to the Effective Time and was therefore converted into the right to receive Onto common stock, subject to the Exchange Ratio.

Remarks:

	By:/s/ Robert A. Koch For: Steven R. Roth	10/29/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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