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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ROTH STEVEN R C/O RUDOLPH TECHNOLOGIES, INC. 16 JONSPIN ROAD WILMINGTON, MA 01887 |
Senior Vice President & CFO |
By: /s/ Robert A. Koch For: Steven R. Roth | 02/21/2017 | |
**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) | Represents shares withheld by Issuer to satisfy tax withholding obligations in connection with the vesting of restricted stock units grants previously received by the Reporting Person. |
(2) | On January 27, 2016, the Compensation Committee of Rudolph Technologies' Board of Directors established targets for the award of performance-based Restricted Stock Units ("RSU's") such that the number of RSU's issued under the award would be contingent on the Company achieving certain revenue and non-GAAP operating income goals for fiscal year 2016 (the "Metrics"). Effective upon the receipt of the Company's 2016 audited financial results from its independent auditors, a final determination of the number of performance-based RSU's to be awarded was made based on achievement against the 2016 Metrics. The awarded performance-based RSU's are still subject to a service requirement such that the award shall vest with respect to twenty percent (20%) of the shares subject to the award (rounded down to the next whole number of shares) on February 16, 2017 and on each of the subsequent four (4) years vesting annually on January 27. |