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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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OMB APPROVAL
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| Estimated average burden hours per response... | 0.5 |
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(Print or Type Responses)
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1. Name and Address of Reporting Person *
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| KOCH ROBERT ALAN |
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2. Issuer Name and Ticker or Trading Symbol
ONTO INNOVATION INC. [ONTO]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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_____ Director
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_____ 10% Owner
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__X__ Officer (give title below)
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_____ Other (specify below)
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VP & General Counsel
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C/O ONTO INNOVATION INC., 16 JONSPIN ROAD |
3. Date of Earliest Transaction (Month/Day/Year)
02/08/2021 |
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WILMINGTON, MA 01887 |
4. If Amendment, Date Original Filed
(Month/Day/Year)
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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. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction 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 | 02/08/2021 |
| F |
| 341 (1) | D |
$60.40 | 33,619 | D |
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| Common Stock | 02/08/2021 |
| A |
| 2,070 (2) | A |
$
0
| 35,689 | D |
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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) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction 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
(Month/Day/Year)
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7. Title and Amount of Underlying Securities
(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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| Performance Stock Unit | (3) | 02/08/2021 |
| A |
| 1,035 |
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(3) | 02/08/2023 | Common Stock | 1,035 |
$
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| 1,035 | D |
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| Performance Stock Unit | (3) | 02/08/2021 |
| A |
| 1,035 |
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(3) | 02/08/2024 | Common Stock | 1,035 |
$
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| 1,035 | D |
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Reporting Owners
| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
KOCH ROBERT ALAN
C/O ONTO INNOVATION INC.
16 JONSPIN ROAD
WILMINGTON, MA 01887 |
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VP & General Counsel |
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Signatures
| /s/ Robert A. Koch | |
02/10/2021 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| * | 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 unit grants previously received by the Reporting Person. |
| (2) | Shares are represented by restricted stock units (RSUs). Each RSU represents a contingent right to receive one share of ONTO common stock. The RSUs vest on an annual basis, in equal 1/3rd increments, over a three-year period from the award date. |
| (3) | Shares are represented by performance stock units (PSUs). Each PSU represents a contingent right to receive one share of ONTO common stock. The number of PSUs reported represents the target number of PSUs under the award. The number of PSUs that vest, if any, may vary from 0% to 200% of the target number shown, and is based on specific performance criteria from the award date through the expiration date. |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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