Statement of Changes in Beneficial Ownership (4)
30 Outubro 2019 - 5:29PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Chan Chun Hoy |
2. Issuer Name and Ticker or Trading Symbol
RUDOLPH TECHNOLOGIES INC
[
RTEC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner _____ Officer (give title below) __X__ Other (specify below) VP Global Field Operations
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(Last)
(First)
(Middle)
C/O RUDOLPH TECHNOLOGIES INC., 16 JONSPIN ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/2/2019
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(Street)
WILMINGTON, MA 01887
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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8/2/2019
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S
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964 (4)
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D
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$26.001
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25266
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D
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Common Stock
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8/2/2019
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S
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10 (4)
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D
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$26.02
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25256
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D
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Common Stock
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8/2/2019
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S
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10 (4)
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D
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$26.10
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25246
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D
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Common Stock
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8/2/2019
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S
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16 (4)
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D
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$26.23
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25230
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D
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Common Stock
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10/25/2019
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A
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5035 (3)
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A
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$0.00
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30265
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D
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Common Stock
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10/25/2019
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D
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5035 (3)
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D
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(3)
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25230
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D
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Common Stock
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10/25/2019
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D
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25230 (1)(2)
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D
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(1)(2)
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0
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D
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code (Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)
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8. Price of Derivative Security (Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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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").
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(2)
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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.
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(3)
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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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(4)
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This sale of shares of common stock on August 2, 2019 was inadvertently not reported following the date of sale.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Chan Chun Hoy C/O RUDOLPH TECHNOLOGIES INC. 16 JONSPIN ROAD WILMINGTON, MA 01887
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VP Global Field Operations
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Signatures
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By: /s/ Robert A. Koch For: Chun Hoy Chan
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10/29/2019
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**Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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