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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) | $ 3.11 | 02/15/2006 | A | 1,143 | (2) | 12/31/2006 | Common Stock | 1,143 | $ 0 | 1,143 | D | ||||
Incentive Stock Option (right to buy) | $ 3.11 | 02/15/2006 | A | 64 | (3) | 12/31/2006 | Common Stock | 64 | $ 0 | 1,207 | D | ||||
Incentive Stock Option (right to buy) | $ 8.07 | 02/15/2006 | A | 2,287 | (4) | 01/31/2007 | Common Stock | 2,287 | $ 0 | 2,287 | D | ||||
Incentive Stock Option (right to buy) | $ 10 | 02/15/2006 | A | 1,142 | (5) | 10/22/2014 | Common Stock | 1,142 | $ 0 | 1,142 | D | ||||
Incentive Stock Option (right to buy) | $ 12.06 | 02/15/2006 | A | 2,973 | (6) | 10/05/2008 | Common Stock | 2,973 | $ 0 | 2,973 | D | ||||
Incentive Stock Option (right to buy) | $ 13.7 | 02/15/2006 | A | 762 | (7) | 05/15/2007 | Common Stock | 762 | $ 0 | 762 | D | ||||
Incentive Stock Option (right to buy) | $ 14.81 | 02/15/2006 | A | 5,946 | (8) | 01/25/2016 | Common Stock | 5,946 | $ 0 | 5,946 | D | ||||
Incentive Stock Option (right to buy) | $ 15.87 | 02/15/2006 | A | 2,786 | (9) | 03/07/2015 | Common Stock | 2,786 | $ 0 | 2,786 | D | ||||
Incentive Stock Option (right to buy) | $ 16.71 | 02/15/2006 | A | 718 | (10) | 07/21/2015 | Common Stock | 718 | $ 0 | 718 | D | ||||
Incentive Stock Option (right to buy) | $ 17.37 | 02/15/2006 | A | 381 | (11) | 07/12/2008 | Common Stock | 381 | $ 0 | 381 | D | ||||
Incentive Stock Option (right to buy) | $ 24.2 | 02/15/2006 | A | 1,627 | (12) | 02/06/2014 | Common Stock | 1,627 | $ 0 | 1,627 | D | ||||
Incentive Stock Option (right to buy) | $ 24.25 | 02/15/2006 | A | 835 | (13) | 02/13/2014 | Common Stock | 835 | $ 0 | 835 | D | ||||
Non-Qualified Stock Option (right to buy) | $ 5.64 | 02/15/2006 | A | 3,343 | (14) | 12/19/2009 | Common Stock | 3,343 | $ 0 | 3,343 | D | ||||
Non-Qualified Stock Option (right to buy) | $ 6.23 | 02/15/2006 | A | 4,575 | (15) | 10/25/2009 | Common Stock | 4,575 | $ 0 | 4,575 | D | ||||
Non-Qualified Stock Option (right to buy) | $ 13.59 | 02/15/2006 | A | 7,625 | (16) | 07/30/2014 | Common Stock | 7,625 | $ 0 | 7,625 | D | ||||
Non-Qualified Stock Option (right to buy) | $ 13.62 | 02/15/2006 | A | 11,437 | (17) | 12/30/2014 | Common Stock | 11,437 | $ 0 | 11,437 | D | ||||
Non-Qualified Stock Option (right to buy) | $ 14.81 | 02/15/2006 | A | 6,521 | (8) | 01/25/2016 | Common Stock | 6,521 | $ 0 | 6,521 | D | ||||
Non-Qualified Stock Option (right to buy) | $ 17.37 | 02/15/2006 | A | 762 | (11) | 07/12/2008 | Common Stock | 762 | $ 0 | 762 | D | ||||
Non-Qualified Stock Option (right to buy) | $ 24.25 | 02/15/2006 | A | 6,789 | (13) | 02/13/2014 | Common Stock | 6,789 | $ 0 | 6,789 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
WATKINS CORY M C/O RUDOLPH TECHNOLOGIES, INC. ONE RUDOLPH ROAD, PO BOX 1000 FLANDERS, NJ 07836 |
CTO Inspection |
By: /s/ Robert A. Koch For: Cory M. Watkins | 02/17/2006 | |
**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) | Mr. Watkins was the holder of 12,468 shares of August Technology Corporation common stock. In the merger (the "Merger") of August Technology Corporation with and into NS Merger Sub, Inc. ("Merger Sub"), a wholly owned subsidiary of Rudolph Technologies, Inc. ("Rudolph"), each share of August Technology Corporation common stock was canceled and will be converted into the right to receive either $10.50 in cash or 0.7625 of a share of common stock, par value $0.001 per share, of Rudolph common stock, or a combination of cash and Rudolph common stock, subject to the proration and allocation procedures set forth in the Agreement and Plan of Merger, as amended, by and among Rudolph, Merger Sub and August Technology Corporation. At this time, the actual number of shares held by Mr. Watkins is not known. Upon completion of the proration and allocation computations, an amended Form 4 shall be filed to reflect the shares of Rudolph common stock held by Mr. Watkins. |
(2) | The option to purchase 1,500 shares of August common stock for $2.37 per share, initially granted by August on December 31, 1999, which was fully vested, was assumed by Rudolph in the Merger and replaced with the referenced fully vested option. |
(3) | Pursuant to a merger agreement by and among the August Technology Corporation ("August"), Rudolph Technologies, Inc. ("Rudolph") and NS Merger Sub, Inc., a wholly-owned subsidiary of Rudolph (the "Merger"), the option to purchase 84 shares of August common stock for $2.37 per share, initially granted by August on December 31, 1999, which was fully vested, was assumed by Rudolph in the Merger and replaced with the referenced fully vested option. |
(4) | The option to purchase 3,000 shares of August common stock for $6.15 per share, initially granted by August on January 31, 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 1,499 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. |
(6) | The option to purchase 3,900 shares of August common stock for $9.19 per share, initially granted by August on October 5, 2001, which was fully vested, was assumed by Rudolph in the Merger and replaced with the referenced fully vested option. |
(7) | The option to purchase 1,000 shares of August common stock for $10.44 per share, initially granted by August on May 15, 2000, which was fully vested, was assumed by Rudolph in the Merger and replaced with the referenced fully vested option. |
(8) | The options to purchase 16,352 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. |
(9) | The option to purchase 3,654 shares of August common stock for $12.10 per share, initially granted by August on March 7, 2005, which was fully vested, was assumed by Rudolph in the Merger and replaced with the referenced fully vested option. |
(10) | The option to purchase 942 shares of August common stock for $12.74 per share, initially granted by August on July 21, 2005, which was fully vested, was assumed by Rudolph in the Merger and replaced with the referenced fully vested option. |
(11) | The option to purchase 1,500 shares of August common stock for $13.24 per share, initially granted by August on July 12, 2001, which was fully vested, was assumed by Rudolph in the Merger and replaced with the referenced fully vested option. |
(12) | The option to purchase 2,134 shares of August common stock for $18.45 per share, initially granted by August February 6, 2004, which was fully vested, was assumed by Rudolph in the Merger and replaced with the referenced fully vested option. |
(13) | The options to purchase 10,000 shares of August common stock for $18.49 per share, initially granted by August on February 13, 2004, which was fully vested, was assumed by Rudolph in the Merger and replaced with the referenced fully vested options. |
(14) | The option to purchase 4,385 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. |
(15) | The option to purchase 6,000 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. |
(16) | The option to purchase 10,000 shares of August common stock for $10.36 per share, initially granted by August on July 30, 2004, which provided for vesting in annual increments of 20% of the shares beginning July 30, 2004, was assumed by Rudolph in the Merger and replaced with the referenced option with the same vesting terms. |
(17) | The option to purchase 15,000 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. |