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Sec Form 4 Filing - HOANG HOANG @ MATTSON TECHNOLOGY INC - 2016-05-11

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 *
HOANG HOANG
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)
Exec. VP Global Business Ops.
(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 ) 111,126 D $ 3.8 0 D
Restricted Stock Units (right to acquire) 05/11/2016 D( 2 ) 80,001 D $ 3.8 0 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
Non-Qualified Stock Option (right to buy) $ 3.29 05/11/2016 D( 3 ) 9,250 02/15/2015 01/15/2022 Common Stock 9,250 $ 3.8 220,750 D
Non-Qualified Stock Option (right to buy) $ 3.29 05/11/2016 D( 4 ) 7,004 05/15/2016 01/15/2022 Common Stock 7,004 $ 3.8 213,746 D
Incentive Stock Option (right to buy) $ 1.17 05/11/2016 D( 3 ) 79,166 03/04/2014 03/04/2020 Common Stock 79,166 $ 3.8 134,580 D
Incentive Stock Option (right to buy) $ 1.17 05/11/2016 D( 4 ) 20,834 06/04/2016 03/04/2020 Common Stock 20,834 $ 3.8 113,746 D
Incentive Stock Option (right to buy) $ 2.49 05/11/2016 D( 3 ) 26,041 04/20/2014 03/20/2021 Common Stock 26,041 $ 2.49 87,705 D
Incentive Stock Option (right to buy) $ 2.49 05/11/2016 D( 4 ) 23,959 05/20/2016 03/30/2021 Common Stock 23,959 $ 3.8 63,746 D
Incentive Stock Option (right to buy) $ 3.42 05/11/2016 D( 3 ) 8,333 02/02/2015 01/02/2022 Common Stock 8,333 $ 3.8 55,413 D
Incentive Stock Option (right to buy) $ 3.42 05/11/2016 D( 4 ) 16,667 06/02/2016 01/02/2022 Common Stock 16,667 $ 3.8 38,746 D
Incentive Stock Option (right to buy) $ 3.29 05/11/2016 D( 3 ) 7,937 02/15/2015 01/15/2022 Common Stock 7,937 $ 3.8 30,809 D
Incentive Stock Option (right to buy) $ 3.29 05/11/2016 D( 4 ) 30,809 05/15/2016 01/15/2022 Common Stock 30,809 $ 3.8 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HOANG HOANG
47131 BAYSIDE PARKWAY
FREMONT, CA94538
Exec. VP Global Business Ops.
Signatures
Tyler Purvis: For Hoang Hoang 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.

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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