4//SEC Filing
Chow Tse-Ching 4
Accession 0000899243-19-026216
CIK 0001094392other
Filed
Oct 28, 8:00 PM ET
Accepted
Oct 29, 9:11 PM ET
Size
9.7 KB
Accession
0000899243-19-026216
Insider Transaction Report
Form 4
Chow Tse-Ching
Other
Transactions
- Disposition to Issuer
Common Stock
2019-10-25−5,192→ 0 total - Award
Common Stock
2019-10-25+2,191→ 2,191 total - Disposition to Issuer
Common Stock
2019-10-25−2,191→ 0 total
Footnotes (3)
- [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.
Documents
Issuer
RUDOLPH TECHNOLOGIES INC
CIK 0001094392
Entity typeother
Related Parties
1- filerCIK 0001729524
Filing Metadata
- Form type
- 4
- Filed
- Oct 28, 8:00 PM ET
- Accepted
- Oct 29, 9:11 PM ET
- Size
- 9.7 KB