Sec Form 4 Filing - DODSON J MICHAEL @ MATTSON TECHNOLOGY INC - 2016-05-11

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 DODSON J MICHAEL 2. Issuer Name and Ticker or Trading Symbol MATTSON TECHNOLOGY INC [ MTSN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) COO and CFO (Last) (First) (Middle) 47131 BAYSIDE PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 05/11/2016 (Street) FREMONT, CA94538 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 05/11/2016 D( 1 ) 95,574 D $ 3.8 0 D Restricted Stock Units (right to acquire) 05/11/2016 D( 2 ) 62,813 D $ 3.8 0 D

05/11/2016 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 Non-Qualified Stock Option (right to buy) $ 2.79 D( 3 ) 31,722 02/06/2013 02/06/2019 Common Stock 31,722 $ 3.8 593,278 D Non-Qualified Stock Option (right to buy) $ 0.8975 05/11/2016 D( 3 ) 144,998 01/31/2014 10/31/2019 Common Stock 144,998 $ 3.8 448,280 D Non-Qualified Stock Option (right to buy) $ 1.17 05/11/2016 D( 3 ) 85,936 04/04/2013 03/04/2020 Common Stock 85,936 $ 3.8 362,344 D Non-Qualified Stock Option (right to buy) $ 2.49 05/11/2016 D( 3 ) 21,875 04/20/2014 03/20/2021 Common Stock 21,875 $ 3.8 340,469 D Non-Qualified Stock Option (right to buy) $ 3.29 05/11/2016 D( 3 ) 15,091 02/15/2015 01/15/2022 Common Stock 15,091 $ 3.8 325,378 D Non-Qualified Stock Option (right to buy) $ 3.29 05/11/2016 D( 4 ) 4,976 05/15/2016 01/15/2022 Common Stock 4,976 $ 3.8 320,402 D Incentive Stock Option (right to buy) $ 1.14 05/11/2016 D( 3 ) 150,000 10/11/2012 10/11/2018 Common Stock 150,000 $ 3.8 170,402 D Incentive Stock Option (right to buy) $ 2.79 05/11/2016 D( 3 ) 68,278 02/01/2013 02/06/2019 Common Stock 68,278 $ 3.8 102,124 D Incentive Stock Option (right to buy) $ 0.8975 05/11/2016 D( 3 ) 2 01/31/2014 10/31/2019 Common Stock 2 $ 3.8 102,122 D Incentive Stock Option (right to buy) $ 1.17 05/11/2016 D( 3 ) 13,021 04/04/2013 03/04/2020 Common Stock 13,021 $ 3.8 89,101 D Incentive Stock Option (right to buy) $ 1.17 05/11/2016 D( 4 ) 26,043 06/04/2016 03/04/2020 Common Stock 26,043 $ 3.8 63,058 D Incentive Stock Option (right to buy) $ 2.49 05/11/2016 D( 3 ) 4,166 04/20/2014 03/20/2021 Common Stock 4,166 $ 3.8 58,892 D Incentive Stock Option (right to buy) $ 2.49 05/11/2016 D( 4 ) 23,959 05/20/2016 03/20/2021 Common Stock 23,959 $ 3.8 34,933 D Incentive Stock Option (right to buy) $ 3.29 05/11/2016 D( 3 ) 2,095 02/15/2015 01/15/2022 Common Stock 2,095 $ 3.8 32,838 D Incentive Stock Option (right to buy) $ 3.29 05/11/2016 D( 4 ) 32,838 05/15/2016 01/15/2022 Common Stock 32,838 $ 3.8 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DODSON J MICHAEL 47131 BAYSIDE PARKWAY FREMONT, CA94538 COO and CFO Signatures Tyler Purvis For: J Michael Dodson 05/11/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the Agreement and Plan of Merger providing for the merger of Dragon Acquisition Sub, Inc., an indirect subsidiary of Beijing E-town Dragon Semiconductor Industry Investment Center (Limited Partnership), with and into Mattson Technology, Inc., each share of Mattson's common stock will be cancelled and converted into the right to receive $3.80 in cash, without interest. ( 2 )Pursuant to the Merger Agreement, each restricted stock unit was converted into the right to receive cash equal to $3.80, subject to the same vesting terms and conditions as the original restricted stock unit grant. ( 3 )Pursuant to the Merger Agreement, each option to purchase common stock was converted into the right to receive cash, without interest, equal to $3.80, less the per share exercise price. ( 4 )Pursuant to the Merger Agreement, each option to purchase common stock was converted into the right to receive cash equal to $3.80 less the per share exercise price, subject to the same vesting terms and conditions as the original option grant.

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