SEC Form 4 · accession 0000909791-17-000046

ULTRATECH INC · UTEK

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Dave Ghosh

Officer — Senior Vice President, Global

Period of report

May 26, 2017

Accepted (ET)

May 31, 2017 · 6:45 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000909791

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2	May 26, 2017	D	61,000	$30.16	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Incentive Stock Option (right to buy)^F3	$12.25	May 26, 2017	D	1,200	D	Dec 31, 2010	Feb 7, 2020	Common Stock	1,200	D
Incentive Stock Option (right to buy)^F3	$15.65	May 26, 2017	D	1,200	D	Dec 31, 2010	Apr 25, 2020	Common Stock	1,200	D
Incentive Stock Option (right to buy)^F3	$18.65	May 26, 2017	D	1,106	D	Dec 31, 2010	Oct 25, 2020	Common Stock	1,106	D
Incentive Stock Option (right to buy)^F3	$18.92	May 26, 2017	D	1,200	D	Dec 31, 2010	Jul 25, 2020	Common Stock	1,200	D
Incentive Stock Option (right to buy)^F3	$22.00	May 26, 2017	D	601	D	Dec 31, 2011	Oct 23, 2021	Common Stock	601	D
Incentive Stock Option (right to buy)^F3	$22.53	May 26, 2017	D	679	D	Dec 31, 2011	Jan 30, 2021	Common Stock	679	D
Incentive Stock Option (right to buy)^F3	$27.75	May 26, 2017	D	1,254	D	Dec 31, 2011	Jul 24, 2021	Common Stock	1,254	D
Incentive Stock Option (right to buy)^F3	$28.92	May 26, 2017	D	640	D	Dec 31, 2012	Oct 21, 2022	Common Stock	640	D
Incentive Stock Option (right to buy)^F3	$30.12	May 26, 2017	D	640	D	Dec 31, 2012	Jul 22, 2022	Common Stock	640	D
Incentive Stock Option (right to buy)^F3	$30.91	May 26, 2017	D	4,042	D	Dec 31, 2011	Apr 25, 2021	Common Stock	4,042	D
Incentive Stock Option (right to buy)^F3	$31.24	May 26, 2017	D	1,859	D	Dec 31, 2012	Apr 22, 2022	Common Stock	1,859	D
Non-Qualified Stock Option (right to buy)^F3	$17.30	May 26, 2017	D	750	D	Dec 31, 2014	Oct 26, 2024	Common Stock	750	D
Non-Qualified Stock Option (right to buy)^F3	$18.65	May 26, 2017	D	95	D	Dec 31, 2010	Oct 25, 2020	Common Stock	95	D
Non-Qualified Stock Option (right to buy)^F3	$22.00	May 26, 2017	D	2,999	D	Dec 31, 2011	Oct 23, 2021	Common Stock	2,999	D
Non-Qualified Stock Option (right to buy)^F3	$22.53	May 26, 2017	D	2,922	D	Dec 31, 2011	Jan 30, 2021	Common Stock	2,922	D
Non-Qualified Stock Option (right to buy)^F3	$24.10	May 26, 2017	D	750	D	Dec 31, 2014	Jul 20, 2024	Common Stock	750	D
Non-Qualified Stock Option (right to buy)^F3	$25.31	May 26, 2017	D	750	D	Dec 31, 2014	Feb 2, 2024	Common Stock	750	D
Non-Qualified Stock Option (right to buy)^F3	$26.75	May 26, 2017	D	750	D	Dec 31, 2014	Apr 27, 2024	Common Stock	750	D
Non-Qualified Stock Option (right to buy)^F3	$27.75	May 26, 2017	D	2,346	D	Dec 31, 2011	Jul 24, 2021	Common Stock	2,346	D
Non-Qualified Stock Option (right to buy)^F3	$28.92	May 26, 2017	D	5,120	D	Dec 31, 2012	Oct 21, 2022	Common Stock	5,120	D
Non-Qualified Stock Option (right to buy)^F3	$30.12	May 26, 2017	D	5,120	D	Dec 31, 2012	Jul 22, 2022	Common Stock	5,120	D
Non-Qualified Stock Option (right to buy)^F3	$30.91	May 26, 2017	D	6,758	D	Dec 31, 2011	Apr 25, 2021	Common Stock	6,758	D
Non-Qualified Stock Option (right to buy)^F3	$31.24	May 26, 2017	D	11,581	D	Dec 31, 2012	Apr 22, 2022	Common Stock	11,581	D

Explanation of responses

F1Disposed 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 32,800 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").
F2In 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 ).
F3In 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.