Sec Form 13G Filing - MARXE AUSTIN W & GREENHOUSE DAVID M filing for Ultra Clean Holdings Inc. (UCTT) - 2015-02-04

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934

				       (Amendment No. _6_)

Ultra Clean Holdings, Inc.
                  _____________________________________________
       (Name of Issuer)

Common Stock, Par Value $.001
                  _______________________________________________
(Title of Class of Securities)

90385V107
                 _________________________________________________
(CUSIP Number)


		with a copy to:
Austin W. Marxe		Allen B. Levithan, Esq.
527 Madison Avenue, Suite 2600		Lowenstein Sandler PC
New York, New York 10022		65 Livingston Avenue
			Roseland, New Jersey 07068
			(973) 597-2406
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 31, 2014
(Date of Event which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:

	____	Rule 13d-1(b)
	_x__	Rule 13d-1(c)
	____	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed
 to be ?filed? for the purpose of Section 18 of the Securities Exchange Act
of
 1934 (?Act?) or otherwise subject to the liabilities of that section of the
Act
 but shall be subject to all other provisions of the Act (however, see the
Notes).



Cusip No. 90385V107       13G                           Page 2 of 6 Pages
1.Names of Reporting Persons.  I.R.S. Identification Nos. of above persons
(entities only):

	Austin W. Marxe, David M. Greenhouse and Adam C. Stettner

2.	Check the Appropriate Box if a Member of a Group (See Instructions):
	(a)	[    ]	 	Not Applicable
	(b)	[    ]

	3.	SEC Use Only

	4.	Source of Funds (See Instructions):  00

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e):
				Not Applicable

	6.	Citizenship or Place of Organization:	    United States

	Number of	7.	Sole Voting Power:	0
	Shares Beneficially	8.	Shared Voting Power:	0*
	Owned by
	Each Reporting	9.	Sole Dispositive Power:	0
	Person With	10.	Shared Dispositive Power:   0*____

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person:
         0.0*

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares
		(See Instructions):		               Not Applicable

	13.	Percent of Class Represented by Amount in Row (11):     0.0%*

	14.	Type of Reporting Person (See Instructions):       IA, IN


* This is a joint filing by Austin W. Marxe (?Marxe?), David M. Greenhouse
(?Greenhouse?) and Adam C. Stettner (?Stettner?).  Special Situations Cayman
Fund, L.P. (?CAYMAN?) and Special Situations Fund III QP, L.P. (?SSFQP? and
together with CAYMAN, the ?Funds?) hold shares of common stock of the Issuer.
AWM Investment Company, Inc. (?AWM?), the investment adviser to the Funds,
holds the power to vote and the power to dispose of the Shares held by each
of the Funds.  While the Shares held by each of the Funds were previously
reported by Marxe, Greenhouse and Stettner, owners of AWM, on Schedule 13G,
reference should be made to AWM (CIK #0001535264) for any future filings with
the Securities and Exchange Commission relating to the Shares held by each of
the Funds.  See Items 2 and 4 of this Schedule for additional information.


								Page 3 of 6 Pages
Item 1.	Security and Issuer:
	(a) Ultra Clean Holdings, Inc.
	(b) 26462 Corporate Avenue, Hayward, California 94545

Item 2. (a)	Name of Person Filing:
	The persons filing this report are Austin W. Marxe (?Marxe?),
David M. Greenhouse (?Greenhouse?) and Adam C. Stettner (?Stettner?), who are
members of (i) SSCayman, LLC, a Delaware limited liability company, the
general partner of Special Situations Cayman Fund, L.P., a Cayman Islands
Limited Partnership (?CAYMAN?) and (ii) MGP  Advisers Limited Partnership, a
Delaware limited partnership, the general partner of Special Situations Fund
III QP, L.P., a Delaware limited partnership (?SSFQP? and together with
CAYMAN, the ?Funds?).  Marxe, Greenhouse and Stettner are also controlling
principals of AWM Investment Company, Inc., a Delaware corporation (?AWM?),
and the investment adviser to the Funds.  The principal business of each Fund
is to invest in equity and equity-related securities and other securities of
any kind or nature.


             (b) Address of Principal Business Office or, if none, Residence:

	The principal business address for Marxe, Greenhouse and Stettner
is 527 Madison Avenue, Suite 2600, New York, NY  10022.


              (c) Citizenship:

       	           Austin W. Marxe, David M. Greenhouse Adam C. Stettner
are United States citizens.

              (d) Title of Class of Securities:  Common Stock
	              (e) CUSIP Number:  90385V107.

Item 3.     If this statement is filed pursuant to $240.13d-1(b) or 240.13d-
2(b), check whether
            the person filing is a:    Not Applicable

(a) ( )	Broker or Dealer registered under section 15 of the Act;
(b) ( )	Bank as defined in section 3(a) (6) of the Act;
(c) ( )	Insurance Company as defined in section 3(a) (19) of the Act;
(d) ( )	Investment Company registered under section 8 of the Investment
Company Act of 1940;
(e) ( )	An Investment Adviser in accordance with $240.13d
		-1(b)(I)(ii)(E);
(f) ( )	An employee benefit plan or endowment fund in accordance with
$240.13d-1(b)(I)(ii)(F);


								Page 4 of 6 Pages

(g) ( )	A parent holding company or control person in accordance with
$240.13d-
	1(b)(1)(ii)(G);
(h) ( ) 	A savings association as defined in Section 3(b) of the Federal
Deposit Insurance

	Act;
(i) ( ) 	A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940;
(j) ( )   	Group, in accordance with $240.13d-1(b)(1)(ii)(J).


Item 4.       Ownership:

	 (a) Amount Beneficially Owned:  0*

	 (b) Percent of Class:  0*

	 (c) Number of Shares as to which the person has:

		(i)	Sole power to vote or to direct the vote:  0*

		(ii)	Shared power to vote or to direct the vote:  0.0*
		(iii)	Sole power to dispose or to direct the disposition of:  0*

(iv)	Shared power to dispose or to direct the disposition of:
0.0*


* This is a joint filing by Austin W. Marxe (?Marxe?), David M. Greenhouse
(?Greenhouse?) and Adam C. Stettner (?Stettner?).  Special Situations Cayman
Fund, L.P. (?CAYMAN?) and Special Situations Fund III QP, L.P. (?SSFQP? and
together with CAYMAN, the ?Funds?) hold shares of common stock of the Issuer.
AWM Investment Company, Inc. (?AWM?), the investment adviser to the Funds,
holds the power to vote and the power to dispose of the Shares held by each
of the Funds.  While the Shares held by each of the Funds were previously
reported by Marxe, Greenhouse and Stettner, owners of AWM, on Schedule 13G,
reference should be made to AWM (CIK #0001535264) for any future filings with
the Securities and Exchange Commission relating to the Shares held by each of
the Funds.


Item 5. Ownership of Five Percent or Less of a Class:  If this statement is
being filed to report the fact that as of the date hereof the reporting
person has ceased to be the beneficial owner of more that five percent of the
class of securities, check the following _X_.

Item 6.Ownership of More than Five Percent on Behalf of Another Person:  Not
Applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security being Reported on By the Parent Holding Company:  Not
Applicable.

Item 8. Identification and Classification of Members of the Group:  Not
applicable

Item 9. Notices of Dissolution of Group:  Not applicable.

								Page 5 of 6 Pages

Item 10.Certification:

	By signing below I certify that, to the best of my knowledge and
belief, the securities
referred to above were acquired and are held in the ordinary course of
business and were not
acquired and are not held for the purpose of or with the effect of changing
or influencing the
control of the issuer of the securities and were not acquired and are not
held in connection with
or as a participant in any transaction having that purpose or effect.


SIGNATURE


	After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.


Dated: January 20, 2015


				/s/ Austin W. Marxe
				AUSTIN W. MARXE



				/s/David M Greenhouse
				DAVID M. GREENHOUSE



	/s/Adam C. Stettner
	ADAM C. STETTNER




Attention:  Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
















       								Page 6 of 6 Pages


JOINT FILING AGREEMENT

Austin W. Marxe, David M. Greenhouse and Adam C. Stettner hereby agree that
the Schedule 13G, and any amendments thereto, to which this agreement is
attached is filed on behalf of each of them.



	/s/_Austin W. Marxe
Austin W. Marxe



	/s/_David M. Greenhouse
David M. Greenhouse



	/s/ Adam C. Stettner
	Adam C. Stettner
-2-

S5313/1
1319328.02