Sec Form 4 Filing - WRIGHT BRUCE R @ ULTRATECH INC - 2012-07-23

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 WRIGHT BRUCE R 2. Issuer Name and Ticker or Trading Symbol ULTRATECH INC [ UTEK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Sr. VP-Fin, CFO & Secretary (Last) (First) (Middle) 3050 ZANKER ROAD 3. Date of Earliest Transaction (MM/DD/YY) 07/23/2012 (Street) SAN JOSE, CA95134 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 ( 1 ) 07/23/2012 A 13,333 A $ 0 128,126 ( 2 ) D Common Stock 07/23/2012 M 80,000 A $ 21.83 208,126 ( 2 ) D Common Stock 07/23/2012 S 80,000 D $ 30.181 ( 3 ) 128,126 ( 2 ) D Common Stock 07/23/2012 M 80,000 A $ 21.83 208,126 ( 2 ) D Common Stock 07/23/2012 S 80,000 D $ 30.6464 ( 4 ) 128,126 ( 2 ) D Common Stock 07/23/2012 M 40,000 A $ 16.01 168,126 ( 2 ) D Common Stock 07/23/2012 S 40,000 D $ 31.0958 ( 5 ) 128,126 ( 2 ) 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 Incentive Stock Option (right to buy) $ 30.12 07/23/2012 A 2,214 ( 6 ) 07/22/2022 Common Stock 2,214 $ 0 2,214 D Non-Qualified Stock Option (right to buy) $ 16.01 07/23/2012 M 40,000 ( 7 ) 10/18/2014 Common Stock 40,000 $ 0 0 D Non-Qualified Stock Option (right to buy) $ 21.83 07/23/2012 M 80,000 ( 8 ) 07/20/2013 Common Stock 80,000 $ 0 80,000 D Non-Qualified Stock Option (right to buy) $ 21.83 07/23/2012 M 80,000 ( 9 ) 07/20/2013 Common Stock 80,000 $ 0 0 D Non-Qualified Stock Option (right to buy) $ 30.12 07/23/2012 A 24,453 ( 6 ) 07/22/2022 Common Stock 24,453 $ 0 24,453 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WRIGHT BRUCE R 3050 ZANKER ROAD SAN JOSE, CA95134 Sr. VP-Fin, CFO & Secretary Signatures Bruce R. Wright 07/25/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents restricted stock units (RSUs) awarded under the Issuer's 1993 Stock Option/Stock Issuance Plan. Each RSU will entitle the Reporting Person to one share of the Issuer's common stock upon the designated issuance date following the vesting of that RSU. The RSUs will vest in a series of fifty successive equal monthly installments upon the Reporting Person's completion of each month of service with the Issuer over the fifty-month period measured from January 1, 2012. The shares underlying the RSUs that vest each year will be issued on January 31 of the following year (or in March 2016 for the two monthly installments that vest in that year) or, if earlier, upon the Reporting Person's seperation from service. The RSUs will vest in full on an accelerated basis, and the underlying shares of the Issuer's common stock will become immediately issuable, upon certain changes in ownership or upon the Reporting Person's termination of service with the Issuer under certain circumstances. ( 2 )Includes (i) 26,000 shares subject to RSUs vest in a series of 26 successive equal monthly installments upon completion of each month of service over the 26-month period measured from 1/1/2012 and issued on January 31 following the year they vest (or in March 2014 for the 2 installments vest in that year), (ii) 38,000 shares subject to RSUs vest in a series of 38 successive equal monthly installments upon completion of each month of service over the 38-month period measured from 1/1/2012 and issued on January 31 following the year they vest (or in March 2015 for 2 installments vest in that year), (iii) 13,333 shares subject to RSUs vest in a series of 50 successive equal monthly installments upon completion of each month of service over the 50-month period measured from 1/1/2012 and issued on January 31 following the year they vest (or in March 2016 for 2 installments vest in that year), and (iv) 13,333 shares subject to the RSU award reported on this Form 4. ( 3 )Represents the weighted average sale price per share. The actual sale prices ranged from a low of $30.04 to a high of $30.375. The Reporting Person will provide upon request by the Securities and Exchange Commission, the Issuer or any security holder of the Issuer full information regarding the number of shares sold at each separate price. ( 4 )Represents the weighted average sale price per share. The actual sale prices ranged from a low of $30.375 to a high of $30.92. The Reporting Person will provide upon request by the Securities and Exch ange Commission, the Issuer or any security holder of the Issuer full information regarding the number of shares sold at each separate price. ( 5 )Represents the weighted average sale price per share. The actual sale prices ranged from a low of $30.92 to a high of $31.64. The Reporting Person will provide upon request by the Securities and Exchange Commission, the Issuer or any security holder of the Issuer full information regarding the number of shares sold at each separate price. ( 6 )The option will become exercisable with respect to twenty-four percent (24%) of the option shares upon the Reporting Person's completion of one (1) year of service with the Issuer measured from January 1, 2012, and the balance of the option shares in thirty-eight (38) successive equal monthly installments upon the Reporting Person's completion of each month of service with the Issuer over the thirty-eight (38)-month period measured from January 1, 2013, subject to full acceleration upon the Reporting Person's termination of service with the Issuer under certain circumstances. ( 7 )The option was granted on October 19, 2004 and became vested and exercisable on the grant date. ( 8 )The option was granted on July 21, 2003 and became exercisable with respect to twenty-four percent (24%) of the option shares upon the Reporting Person's completion of two (2) year of service with the Issuer measured from the date of grant, and the balance of the option shares become exercisable in thirty-eight (38) successive equal monthly installments upon the Reporting Person's completion of each month of service over the thirty-eight (38)-month period measured from the date two (2) year following the date of grant. ( 9 )The option was granted on July 21, 2003 and became exercisable with respect to twenty-four percent (24%) of the option shares upon the Reporting Person's completion of one (1) year of service with the Issuer measured from the date of grant, and the balance of the option shares become exercisable in thirty-eight (38) successive equal monthly installments upon the Reporting Person's completion of each month of service over the thirty-eight (38)-month period measured from the date one (1) year following the date of grant.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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