Sec Form 4 Filing - Miller William John @ VEECO INSTRUMENTS INC - 2015-06-12

FORM 4 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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Miller William John 2. Issuer Name and Ticker or Trading Symbol VEECO INSTRUMENTS INC [ VECO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP Process Equipment (Last) (First) (Middle) VEECO INSTRUMENTS INC., TERMINAL DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 06/12/2015 (Street) PLAINVIEW, NY11803 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 06/12/2015 A 12,350 ( 1 ) A $ 0 58,635 D Common Stock 06/15/2015 S 2,227 ( 3 ) D $ 30.65 ( 4 ) 56,408 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Restricted Stock Unit $ 0 06/12/2015 A 12,850 ( 2 ) ( 2 ) ( 2 ) common stock 12,850 ( 2 ) $ 0 12,850 ( 2 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Miller William John VEECO INSTRUMENTS INC. TERMINAL DRIVE PLAINVIEW, NY11803 EVP Process Equipment Signatures Gregory A. Robbins, Attorney-in-fact 06/16/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares were acquired pursuant to a restricted stock award under the Veeco Instruments Inc. 2010 Stock Incentive Plan and are subject to certain restrictions. These restrictions will lapse with respect to 1/3 of such shares on each of the second, third and fourth anniversaries of the date of grant. ( 2 )Reflects performance-based restricted stock units (RSUs) granted under the Veeco 2010 Stock Incentive Plan. Each RSU represents a contingent right to receive one share of Veeco common stock, assuming achievement of the performance criteria by the date corresponding to 100% performance achievement (the "target date"), as specified in the award agreement. If the criteria is achieved prior to the target date, then up to 150% of the shares covered by the award may be earned. If the criteria is achieved after the target date, but still within the designated period, then fewer than 100% of the shares may be earned. If the criteria is not achieved by the specified deadline, then the award will be forfeited. Assuming the criteria has been met, vested shares will be delivered to the reporting person on the date(s) provided in the award agreement, subject to the reporting person's continued service over a four-year period from the grant date. ( 3 )Represents securities sold pursuant to a 10b5-1 sales plan adopted by the reporting person. ( 4 )Reflects the weighted average sale price. Actual sale prices ranged from $30.41 to $31.07 per share. The reporting person undertakes to provide, upon request by the SEC staff, the issuer or any security holder of the issuer, full information regarding the number of shares sold at each separate price.

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).

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