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^*

Landon Tammy Denice

(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)
	SVP, Operations

3. Date of Earliest Transaction (Month/Day/Year)
05/26/2017

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	05/26/2017		D		62,718	D	$30.16⁽¹⁾	0⁽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)	$12.25	05/26/2017		D			2,200	12/31/2010⁽³⁾	02/07/2020⁽³⁾	Common Stock	2,200	$30.16	0	D
Incentive Stock Option (right to buy)	$15.65	05/26/2017		D			2,200	12/31/2010⁽³⁾	04/25/2020⁽³⁾	Common Stock	2,200	$30.16	0	D
Incentive Stock Option (right to buy)	$18.65	05/26/2017		D			4,800	12/31/2010⁽³⁾	10/25/2020⁽³⁾	Common Stock	4,800	$30.16	0	D
Incentive Stock Option (right to buy)	$18.92	05/26/2017		D			4,800	12/31/2010⁽³⁾	07/25/2020⁽³⁾	Common Stock	4,800	$30.16	0	D
Incentive Stock Option (right to buy)	$22	05/26/2017		D			401	12/31/2011⁽³⁾	10/23/2021⁽³⁾	Common Stock	401	$30.16	0	D
Incentive Stock Option (right to buy)	$22.53	05/26/2017		D			5,810	12/31/2011⁽³⁾	01/30/2021⁽³⁾	Common Stock	5,810	$30.16	0	D
Incentive Stock Option (right to buy)	$27.75	05/26/2017		D			748	12/31/2011⁽³⁾	07/24/2021⁽³⁾	Common Stock	748	$30.16	0	D
Incentive Stock Option (right to buy)	$28.92	05/26/2017		D			640	12/31/2012⁽³⁾	10/21/2022⁽³⁾	Common Stock	640	$30.16	0	D
Incentive Stock Option (right to buy)	$30.12	05/26/2017		D			640	12/31/2012⁽³⁾	07/22/2022⁽³⁾	Common Stock	640	$30.16	0	D
Incentive Stock Option (right to buy)	$30.91	05/26/2017		D			1,600	12/31/2011⁽³⁾	04/25/2021⁽³⁾	Common Stock	1,600	$30.16	0	D
Incentive Stock Option (right to buy)	$31.24	05/26/2017		D			2,519	12/31/2012⁽³⁾	04/22/2022⁽³⁾	Common Stock	2,519	$30.16	0	D
Non-Qualified Stock Option (right to buy)	$17.3	05/26/2017		D			3,000	12/31/2014⁽³⁾	10/26/2024⁽³⁾	Common Stock	3,000	$30.16	0	D
Non-Qualified Stock Option (right to buy)	$22	05/26/2017		D			6,499	12/31/2011⁽³⁾	10/23/2021⁽³⁾	Common Stock	6,499	$30.16	0	D
Non-Qualified Stock Option (right to buy)	$22.53	05/26/2017		D			1,121	12/31/2011⁽³⁾	01/30/2021⁽³⁾	Common Stock	1,121	$30.16	0	D
Non-Qualified Stock Option (right to buy)	$24.1	05/26/2017		D			3,000	12/31/2014⁽³⁾	07/20/2024⁽³⁾	Common Stock	3,000	$30.16	0	D
Non-Qualified Stock Option (right to buy)	$25.31	05/26/2017		D			3,000	12/31/2014⁽³⁾	02/02/2024⁽³⁾	Common Stock	3,000	$30.16	0	D
Non-Qualified Stock Option (right to buy)	$26.75	05/26/2017		D			3,000	12/31/2014⁽³⁾	04/27/2024⁽³⁾	Common Stock	3,000	$30.16	0	D
Non-Qualified Stock Option (right to buy)	$27.75	05/26/2017		D			6,452	12/31/2011⁽³⁾	07/24/2021⁽³⁾	Common Stock	6,452	$30.6	0	D
Non-Qualified Stock Option (right to buy)	$28.92	05/26/2017		D			12,800	12/31/2012⁽³⁾	10/21/2022⁽³⁾	Common Stock	12,800	$30.16	0	D
Non-Qualified Stock Option (right to buy)	$30.12	05/26/2017		D			12,800	12/31/2012⁽³⁾	07/22/2022⁽³⁾	Common Stock	12,800	$30.16	0	D
Non-Qualified Stock Option (right to buy)	$30.91	05/26/2017		D			5,600	12/31/2011⁽³⁾	04/25/2021⁽³⁾	Common Stock	5,600	$30.16	0	D
Non-Qualified Stock Option (right to buy)	$31.24	05/26/2017		D			10,921	12/31/2012⁽³⁾	04/22/2022⁽³⁾	Common Stock	10,921	$30.16	0	D

Explanation of Responses:

1. Disposed of pursuant to the Agreement and Plan of Merger dated February 2, 2017 by and among Ultratech, Inc. ("Ultratech"), Veeco Instruments Inc., a Delaware corporation ("Veeco") and Ulysses Acquisition Subsidiary Corp., a Delaware corporation and a wholly owned subsidiary of Veeco (the "Merger Agreement"), whereby each share of Ultratech common stock outstanding immediately prior to the closing of the transactions contemplated under the Merger Agreement (the "Merger") was converted into the right to receive (i) $21.75 in cash without interest (the "Cash Consideration") and (ii) 0.2675 of a share of Veeco common stock (the "Stock Consideration"). The number of shares includes 30,520 Ultratech restricted stock units that were outstanding and vested at the time of the Merger ("Vested RSUs") and 28,200 Ultratech restricted stock units that remained outstanding and unvested at the time of the Merger ("Unvested RSUs").

2. In connection with the Merger, each Vested RSU was cancelled and converted into the right to receive the sum of (a) the Cash Consideration, plus (b) the product of (i) the Stock Consideration multiplied by (ii) the volume weighted average trading price of Veeco's common stock for the five consecutive trading days ending on the trading day immediately preceding the closing date of the Merger ( the "Equity Award Merger Consideration"). In connection with the Merger, each Unvested RSU was assumed by Veeco and converted into the right to receive a number of shares of Veeco common stock (with the number of shares of Veeco common stock determined by dividing the Equity Award Merger Consideration by the volume weighted average trading price of Veeco's common stock for the five consecutive trading days ending on the trading day immediately preceding the closing date of the Merger ).

3. In connection with the Merger, the stock option was cancelled and converted into the right to receive, for each share of Ultratech common stock that was subject to such cancelled option, the excess, if any, of (A) the Equity Award Merger Consideration, over (B) the exercise price per share subject to such cancelled Option.

	Tammy D. Landon	05/31/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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