Ultratech, Inc.
ULTRATECH INC (Form: 4, Received: 05/31/2017 18:34:18)
FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

RANEY DENNIS R
2. Issuer Name and Ticker or Trading Symbol

ULTRATECH INC [ UTEK ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

3050 ZANKER ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

5/26/2017
(Street)

SAN JOSE, CA 95134
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Stock   5/26/2017     D    49250   D $30.16   (1) 0   (2) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

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 3,750 Ultratech restricted stock units that were outstanding and vested at the time of the Merger ("Vested RSUs") and 0 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 ).

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
RANEY DENNIS R
3050 ZANKER ROAD
SAN JOSE, CA 95134
X



Signatures
Dennis Roy Raney 5/31/2017
** 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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