Sec Form 4/A Filing - ROTH STEVEN R @ RUDOLPH TECHNOLOGIES INC - 2016-02-19

FORM 4/A 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 ROTH STEVEN R 2. Issuer Name and Ticker or Trading Symbol RUDOLPH TECHNOLOGIES INC [ RTEC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Senior Vice President & CFO (Last) (First) (Middle) 16 JONSPIN ROAD 3. Date of Earliest Transaction (MM/DD/YY) 02/19/2016 (Street) WILMINGTON, MA01887 4. If Amendment, Date Original Filed (MM/DD/YY) 02/24/2016 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 02/19/2016 D 546 ( 1 ) D $ 11.79 82,663 D Common Stock 02/19/2016 A 9,000 ( 2 ) A $ 0 91,663 D Common Stock 02/22/2016 D 199 ( 1 ) D $ 11.9 91,464 D Common Stock 02/22/2016 D 257 ( 1 ) D $ 11.9 91,207 ( 3 ) 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ROTH STEVEN R 16 JONSPIN ROAD WILMINGTON, MA01887 Senior Vice President & CFO Signatures /s/ Steven R. Roth 08/03/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares withheld by Issuer to satisfy tax withholding obligations in connection with the vesting of restricted stock units grants previously received by the Reporting Person. ( 2 )On January 28, 2015, the Compensation Committee of Rudolph Technologies' Board of Directors established targets for the award of performance-based Restricted Stock Units ("RSU's") such that the number of RSU's issued under the award would be contingent on the Company achieving certain revenue and non-GAAP operating income goals for fiscal year 2015 (the Metrics"). Effective upon the receipt of the Company's 2015 audited financial results from its independent auditors, a final determination of the number of performance-based RSU's to be awarded was made based on achievement against the 2015 Metrics. The awarded performance-based RSU's are still subject to a service requirement such that the award shall vest with respect to twenty percent (20%) of the shares subject to the award (rounded down to the next whole number of shares) on February 19, 2016 and on each of the subsequent four (4) years vesting annually on January 28. ( 3 )This filing is made solely to amend the Amount of Securities Beneficially Owned Following Reported Transaction on the Form 4 filed on 2/24/2016.

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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