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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Incentive Stock Option (right to buy) | $ 10 | 02/20/2007 | M | 1,333 | (2) | 10/22/2014 | Common Stock | 1,333 | (3) | 0 | D | ||||
Incentive Stock Option (right to buy) | $ 13.7 | 02/20/2007 | M | 1,715 | (4) | 05/01/2007 | Common Stock | 1,715 | (3) | 0 | D | ||||
Incentive Stock Option (right to buy) | $ 14.81 | 02/20/2007 | M | 2,702 | (5) | 01/25/2016 | Common Stock | 2,702 | (3) | 4,051 | D | ||||
Non-Qualified Stock Option (right to buy) | $ 5.64 | 02/20/2007 | M | 9,150 | (6) | 12/19/2009 | Common Stock | 9,150 | (3) | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $ 6.17 | 02/20/2007 | M | 5,337 | (7) | 07/18/2009 | Common Stock | 5,337 | (3) | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $ 6.23 | 02/20/2007 | M | 2,287 | (8) | 10/25/2009 | Common Stock | 2,287 | (3) | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $ 13.19 | 02/20/2007 | M | 3,431 | (9) | 12/07/2008 | Common Stock | 3,431 | (3) | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $ 13.59 | 02/20/2007 | M | 1,854 | (10) | 07/30/2014 | Common Stock | 1,854 | (3) | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $ 13.62 | 02/20/2007 | M | 7,625 | (11) | 12/30/2014 | Common Stock | 7,625 | (3) | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $ 13.78 | 02/20/2007 | M | 2,287 | (12) | 04/06/2008 | Common Stock | 2,287 | (3) | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $ 13.86 | 02/20/2007 | M | 2,287 | (13) | 12/15/2007 | Common Stock | 2,287 | (3) | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $ 14.81 | 02/20/2007 | M | 2,706 | (5) | 01/25/2016 | Common Stock | 2,706 | (3) | 4,057 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BROOKS D MAYSON C/O RUDOLPH TECHNOLOGIES, INC. ONE RUDOLPH ROAD, PO BOX 1000 FLANDERS, NJ 07836 |
VP, Global Sales |
/s/ D. Mayson Brooks | 02/22/2007 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | The amount of shares indicated in direct beneficial ownership include shares acquired through the Employee Stock Purchase Plan. |
(2) | The option to purchase 1,749 shares of August common stock for $7.62 per share, initially granted by August on October 22, 2004, which was fully vested, was assumed by Rudolph in the Merger and replaced with the referenced fully vested option. |
(3) | Average price of derivative security was $16.43. Exact price is not determinable as shares were sold in lots with other grants of derivative securities. |
(4) | The option to purchase 2,250 shares of August common stock for $10.44 per share, initially granted by August on May 1, 2000, which was fully vested, was assumed by Rudolph in the Merger and replaced with the referenced fully vested option. |
(5) | The option to purchase 17,727 shares of August common stock for $11.29 per share, initially granted by August on January 25, 2006, which provided for vesting in annual increments of 20% of the shares beginning January 25, 2006, was assumed by Rudolph in the Merger and replaced with the referenced options with the same vesting terms. |
(6) | The option to purchase 12,000 shares of August common stock for $4.30 per share, initially granted by August on December 19, 2002, which was fully vested, was assumed by Rudolph in the Merger and replaced with the referenced fully vested option. |
(7) | The option to purchase 7,000 shares of August common stock for $4.70 per share, initially granted by August on July 18, 2002, which was fully vested, was assumed by Rudolph in the Merger and replaced with the referenced fully vested option. |
(8) | The option to purchase 3,000 shares of August common stock for $4.75 per share, initially granted by August on October 25, 2002, which was fully vested, was assumed by Rudolph in the Merger and replaced with the referenced fully vested option. |
(9) | The option to purchase 4,500 shares of August common stock for $10.05 per share, initially granted by August on December 7, 2001, which was fully vested, was assumed by Rudolph in the Merger and replaced with the referenced fully vested option. |
(10) | The option to purchase 2,432 shares of August common stock for $10.36 per share, initially granted by August on July 30, 2004, which was fully vested, was assumed by Rudolph in the Merger and replaced with the referenced fully vested option. |
(11) | The option to purchase 10,000 shares of August common stock for $10.38 per share, initially granted by August on December 30, 2004, which provided for vesting of 34% of the shares on December 30, 2004 and 33% on December 30, 2005 and 2006, was assumed by Rudolph in the Merger and replaced with the referenced option with the same vesting terms. |
(12) | The option to purchase 3,000 shares of August common stock for $10.50 per share, initially granted by August on April 6, 2001, which was fully vested, was assumed by Rudolph in the Merger and replaced with the referenced fully vested option. |
(13) | The option to purchase 3,000 shares of August common stock for $10.563 per share, initially granted by August on December 15, 2000, which was fully vested, was assumed by Rudolph in the Merger and replaced with the referenced fully vested option. |