Form Type: 4

SEC EDGAR Link
Accession Number:0000899243-19-026197
Date:2019-10-25
Issuer: RUDOLPH TECHNOLOGIES INC (RTEC)
Original Submission Date:

Reporting Person:

ROTH STEVEN R
C/O RUDOLPH TECHNOLOGIES INC.
16 JONSPIN ROAD WILMINGTON, MA 01887

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2019-10-25 D 68,181 d $0.00 0 direct
COMMON STOCK 2019-10-25 A 11,448 a $0.00 11,448 direct
COMMON STOCK 2019-10-25 D 11,448 d $0.00 0 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
Footnotes
IDfootnote
f1 on october 25, 2019, pursuant to an agreement and plan of merger (the "merger agreement"), rudolph technologies, inc. ("rudolph") and nanometrics incorporated ("nanometrics") effected an all-stock merger of equals to combine their respective businesses in which a wholly-owned subsidiary of nanometrics merged with and into rudolph, with rudolph surviving as a wholly-owned subsidiary of nanometrics (the "merger"). pursuant to the merger agreement, upon completion of the merger, nanometrics changed its name to "onto innovation inc." and each issued and outstanding share of rudolph common stock was converted into the right to receive 0.8042 shares of onto innovation inc. (formerly nanometrics) ("onto") common stock (the "exchange ratio").
f2 pursuant to the merger agreement, upon completion of the merger, each outstanding and unvested restricted stock unit award and performance stock unit award held by the reporting person was assumed by onto and converted into a restricted stock unit or a performance stock unit, as applicable, corresponding to shares of onto common stock, subject to the exchange ratio.
f3 pursuant to the merger agreement, upon completion of the merger, each outstanding and vested restricted stock unit award and performance stock unit award held by the reporting person, including any performance stock unit award that was treated as vested as of the effective time of the merger (the "effective time") based on the target performance under such award, was issued as of immediately prior to the effective time and was treated as a share of rudolph common stock issued and outstanding immediately prior to the effective time and was therefore converted into the right to receive onto common stock, subject to the exchange ratio.
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