SEC Form 4 · accession 0000909791-17-000052

ULTRATECH INC · UTEK

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

Table I — non-derivative securities

Table II — derivative securities

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 19,400 Ultratech restricted stock units that were outstanding and vested at the time of the Merger ("Vested RSUs") and 84,600 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.