Sec Form 4 Filing - Landon Tammy Denice @ ULTRATECH INC - 2017-05-26

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 Landon Tammy Denice 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) SVP, Operations (Last) (First) (Middle) 3050 ZANKER ROAD 3. Date of Earliest Transaction (MM/DD/YY) 05/26/2017 (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 05/26/2017 D 62,718 D $ 30.16 ( 1 ) 0 ( 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) $ 12.25 05/26/2017 D 2,200 12/31/2010( 3 ) 02/07/2020( 3 ) Common Stock 2,200 $ 30.16 0 D Incentive Stock Option (right to buy) $ 15.65 05/26/2017 D 2,200 12/31/2010( 3 ) 04/25/2020( 3 ) Common Stock 2,200 $ 30.16 0 D Incentive Stock Option (right to buy) $ 18.65 05/26/2017 D 4,800 12/31/2010( 3 ) 10/25/2020( 3 ) Common Stock 4,800 $ 30.16 0 D Incentive Stock Option (right to buy) $ 18.92 05/26/2017 D 4,800 12/31/2010( 3 ) 07/25/2020( 3 ) Common Stock 4,800 $ 30.16 0 D Incentive Stock Option (right to buy) $ 22 05/26/2017 D 401 12/31/2011( 3 ) 10/23/2021( 3 ) Common Stock 401 $ 30.16 0 D Incentive Stock Option (right to buy) $ 22.53 05/26/2017 D 5,810 12/31/2011( 3 ) 01/30/2021( 3 ) Common Stock 5,810 $ 30.16 0 D Incentive Stock Option (right to buy) $ 27.75 05/26/2017 D 748 12/31/2011( 3 ) 07/24/2021( 3 ) Common Stock 748 $ 30.16 0 D Incentive Stock Option (right to buy) $ 28.92 05/26/2017 D 640 12/31/2012( 3 ) 10/21/2022( 3 ) Common Stock 640 $ 30.16 0 D Incentive Stock Option (right to buy) $ 30.12 05/26/2017 D 640 12/31/2012( 3 ) 07/22/2022( 3 ) Common Stock 640 $ 30.16 0 D Incentive Stock Option (right to buy) $ 30.91 05/26/2017 D 1,600 12/31/2011( 3 ) 04/25/2021( 3 ) Common Stock 1,600 $ 30.16 0 D Incentive Stock Option (right to buy) $ 31.24 05/26/2017 D 2,519 12/31/2012( 3 ) 04/22/2022( 3 ) Common Stock 2,519 $ 30.16 0 D Non-Qualified Stock Option (right to buy) $ 17.3 05/26/2017 D 3,000 12/31/2014( 3 ) 10/26/2024( 3 ) Common Stock 3,000 $ 30.16 0 D Non-Qualified Stock Option (right to buy) $ 22 05/26/2017 D 6,499 12/31/2011( 3 ) 10/23/2021( 3 ) Common Stock 6,499 $ 30.16 0 D Non-Qualified Stock Option (right to buy) $ 22.53 05/26/2017 D 1,121 12/31/2011( 3 ) 01/30/2021( 3 ) Common Stock 1,121 $ 30.16 0 D Non-Qualified Stock Option (right to buy) $ 24.1 05/26/2017 D 3,000 12/31/2014( 3 ) 07/20/2024( 3 ) Common Stock 3,000 $ 30.16 0 D Non-Qualified Stock Option (right to buy) $ 25.31 05/26/2017 D 3,000 12/31/2014( 3 ) 02/02/2024( 3 ) Common Stock 3,000 $ 30.16 0 D Non-Qualified Stock Option (right to buy) $ 26.75 05/26/2017 D 3,000 12/31/2014( 3 ) 04/27/2024( 3 ) Common Stock 3,000 $ 30.16 0 D Non-Qualified Stock Option (right to buy) $ 27.75 05/26/2017 D 6,452 12/31/2011( 3 ) 07/24/2021( 3 ) Common Stock 6,452 $ 30.6 0 D Non-Qualified Stock Option (right to buy) $ 28.92 05/26/2017 D 12,800 12/31/2012( 3 ) 10/21/2022( 3 ) Common Stock 12,800 $ 30.16 0 D Non-Qualified Stock Option (right to buy) $ 30.12 05/26/2017 D 12,800 12/31/2012( 3 ) 07/22/2022( 3 ) Common Stock 12,800 $ 30.16 0 D Non-Qualified Stock Option (right to buy) $ 30.91 05/26/2017 D 5,600 12/31/2011( 3 ) 04/25/2021( 3 ) Common Stock 5,600 $ 30.16 0 D Non-Qualified Stock Option (right to buy) $ 31.24 05/26/2017 D 10,921 12/31/2012( 3 ) 04/22/2022( 3 ) Common Stock 10,921 $ 30.16 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Landon Tammy Denice 3050 ZANKER ROAD SAN JOSE, CA95134 SVP, Operations Signatures Tammy D. Landon 05/31/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Disposed 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 (t he "Stock Consideration"). The number of shares includes 30,520 Ultratech restricted stock units that were outstanding and vested at the time of the Merger ("Vested RSUs") and 28,200 Ultratech restricted stock units that remained outstanding and unvested at the time of the Merger ("Unvested RSUs"). ( 2 )In 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 ). ( 3 )In 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.

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