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^*

WRIGHT BRUCE R

(Last)

(First)

(Middle)

3050 ZANKER ROAD

(Street)

SAN JOSE

95134

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ULTRATECH INC [ UTEK ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. VP-Fin, CFO & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
07/25/2011

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⁽¹⁾	07/25/2011		A		12,500	A	$0	157,230⁽²⁾	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)
Incentive Stock Option (right to buy)	$27.75	07/25/2011		A		1,000		⁽³⁾	07/24/2021	Common Stock	1,000	$0	1,000	D
Non-Qualified Stock Option (right to buy)	$27.75	07/25/2011		A		24,000		⁽³⁾	07/24/2021	Common Stock	24,000	$0	24,000	D

Explanation of Responses:

1. Represents restricted stock units (RSUs) awarded under the Issuer's 1993 Stock Option/Stock Issuance Plan. Each RSU will entitle the Reporting Person to one share of the Issuer's common stock upon the designated issuance date following the vesting of that RSU. The RSUs will vest in a series of fifty successive equal monthly installments upon the Reporting Person's completion of each month of service with the Issuer over the fifty-month period measured from January 1, 2011. The shares underlying the RSUs that vest each year will be issued on January 31 of the following year (or in March 2015 for the two monthly installments that vest in that year) or, if earlier, upon the Reporting Person's seperation from service. The RSUs will vest in full on an accelerated basis, and the underlying shares of the Issuer's common stock will become immediately issuable, upon certain changes in ownership or upon the Reporting Person's termination of service with the Issuer under certain circumstances.

2. Includes (i) 40,000 shares subject to RSUs which will vest in 3 successive equal annual installments upon completion of each year of service over the 3-year period measured from 1/1/2009, and the underlying shares will be issued on 1/31/2012, (ii) 38,000 shares subject to RSUs which will vest in a series of 50 successive equal monthly installments upon completion of each month of service over the 50-month period measured from 1/1/2010 and the underlying shares will be issued on January 31 following the year they vest (or in March 2014 for the 2 monthly installments vest in that year), (iii) 25,000 shares subject to RSUs which will vest in a series of 50 successive equal monthly installments upon completion of each month of service over the 50-month period measured from 1/1/2011 and the underlying shares will be issued on January 31 following the year they vest (or in March 2015 for the 2 monthly installments vest in that year), and (iv) 12,500 shares subject to the reported RSU award.

3. The option will become exercisable with respect to twenty-four percent (24%) of the option shares upon the Reporting Person's completion of one (1) year of service with the Issuer measured from January 1, 2011, and the balance of the option shares in thirty-eight (38) successive equal monthly installments upon the Reporting Person's completion of each month of service with the Issuer over the thirty-eight (38)-month period measured from January 1, 2012, subject to full acceleration upon the Reporting Person's termination of service with the Issuer under certain circumstances.

	Bruce R. Wright	07/27/2011
	** 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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