SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

WATKINS CORY M

(Last)

(First)

(Middle)

4900 WEST 78TH STREET

(Street)

BLOOMINGTON

55435

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AUGUST TECHNOLOGY CORP [ AUGT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/15/2006		D		12,468	D	⁽¹⁾	0	D

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)	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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$2.37	02/15/2006		D			84	⁽²⁾	12/31/2006	Common Stock	84	⁽²⁾	0	D
Stock Option (right to buy)	$2.37	02/15/2006		D			1,500	⁽³⁾	12/31/2006	Common Stock	1,500	⁽³⁾	0	D
Stock Option (right to buy)	$6.15	02/15/2006		D			3,000	⁽⁴⁾	01/31/2007	Common Stock	3,000	⁽⁴⁾	0	D
Stock Option (right to buy)	$10.44	02/15/2006		D			1,000	⁽⁵⁾	05/15/2007	Common Stock	1,000	⁽⁵⁾	0	D
Stock Option (right to buy)	$13.24	02/15/2006		D			1,500	⁽⁶⁾	07/12/2008	Common Stock	1,500	⁽⁶⁾	0	D
Stock Option (right to buy)	$9.19	02/15/2006		D			3,900	⁽⁷⁾	10/05/2008	Common Stock	3,900	⁽⁷⁾	0	D
Stock Option (right to buy)	$4.75	02/15/2006		D			6,000	⁽⁸⁾	10/25/2009	Common Stock	6,000	⁽⁸⁾	0	D
Stock Option (right to buy)	$4.3	02/15/2006		D			4,385	⁽⁹⁾	12/19/2009	Common Stock	4,385	⁽⁹⁾	0	D
Stock Option (right to buy)	$18.45	02/15/2006		D			2,134	⁽¹⁰⁾	02/06/2014	Common Stock	2,134	⁽¹⁰⁾	0	D
Stock Option (right to buy)	$18.49	02/15/2006		D			5,480	⁽¹¹⁾	02/13/2014	Common Stock	5,480	⁽¹¹⁾	0	D
Stock Option (right to buy)	$18.49	02/15/2006		D			4,520	⁽¹²⁾	02/13/2014	Common Stock	4,520	⁽¹²⁾	0	D
Stock Option (right to buy)	$10.36	02/15/2006		D			10,000	⁽¹³⁾	07/30/2014	Common Stock	10,000	⁽¹³⁾	0	D
Stock Option (right to buy)	$7.62	02/15/2006		D			1,499	⁽¹⁴⁾	10/22/2014	Common Stock	1,499	⁽¹⁴⁾	0	D
Stock Option (right to buy)	$10.38	02/15/2006		D			15,000	⁽¹⁵⁾	12/30/2014	Common Stock	15,000	⁽¹⁵⁾	0	D
Stock Option (right to buy)	$12.1	02/15/2006		D			3,654	⁽¹⁶⁾	03/07/2015	Common Stock	3,654	⁽¹⁶⁾	0	D
Stock Option (right to buy)	$12.74	02/15/2006		D			942	⁽¹⁷⁾	07/21/2015	Common Stock	942	⁽¹⁷⁾	0	D
Stock Option (right to buy)	$11.29	02/15/2006		D			16,352	⁽¹⁸⁾	01/25/2016	Common Stock	16,352	⁽¹⁸⁾	0	D

Explanation of Responses:

1. The shares were disposed of pursuant to a merger agreement by and among the Issuer, Rudolph Technologies, Inc. ("Rudolph") and NS Merger Sub, Inc., a wholly-owned subsidiary of Rudolph (the "Merger"), in exchange for (i) up to 9,506 shares of Rudolph common stock have a market value of $17.92 per share on the effective date of the Merger, representing 0.7625 shares of Rudolph common stock per share of the Issuer's stock, or (ii) a cash payment of up to $130,914, representing $10.50 per share of the Issuer's stock, or (iii) a combination of shares and cash in amounts determined according to the election of the reporting person, if any, and the proration and allocation procedures set forth in the merger agreement; the determination of the allocation of shares and cash will be made on or about February 22, 2006.

2. The option, which was fully vested, was assumed by Rudolph in the Merger and replaced with an option to purchase 64 shares of Rudolph common stock for $3.11 per share.

3. The option, which was fully vested, was assumed by Rudolph in the Merger and replaced with an option to purchase 1,143 shares of Rudolph common stock for $3.11 per share.

4. The option, which was fully vested, was assumed by Rudolph in the Merger and replaced with an option to purchase 2,287 shares of Rudolph common stock for $8.07 per share.

5. The option, which was fully vested, was assumed by Rudolph in the Merger and replaced with an option to purchase 762 shares of Rudolph common stock for $13.70 per share.

6. The option, which was fully vested, was assumed by Rudolph in the Merger and replaced with an option to purchase 1,143 shares of Rudolph common stock for $17.37 per share.

7. The option, which provided for annual vesting of 1/3 of the shares beginning October 5, 2004, was assumed by Rudolph in the Merger and replaced with a fully vested option to purchase 2,973 shares of Rudolph common stock for $12.06 per share.

8. The option, which provided for annual vesting of 1/3 of the shares beginning October 25, 2004, was assumed by Rudolph in the Merger and replaced with a fully vested option to purchase 4,575 shares of Rudolph common stock for $6.23 per share.

9. The option, which was fully vested, was assumed by Rudolph in the Merger and replaced with an option to purchase 3,343 shares of Rudolph common stock for $5.64 per share.

10. The option, which was fully vested, was assumed by Rudolph in the Merger and replaced with an option to purchase 1,627 shares of Rudolph common stock for $24.20 per share.

11. The option, which was fully vested, was assumed by Rudolph in the Merger and replaced with an option to purchase 4,178 shares of Rudolph common stock for $24.25 per share.

12. The option, which was fully vested, was assumed by Rudolph in the Merger and replaced with an option to purchase 3,446 shares of Rudolph common stock for $24.25 per share.

13. The option, 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 an option to purchase 7,625 shares of Rudolph common stock for $13.59 per share with the same vesting terms.

14. The option, which was fully vested, was assumed by Rudolph in the Merger and replaced with an option to purchase 1,142 shares of Rudolph common stock for $10.00 per share.

15. The option, 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 an option to purchase 11,437 shares of Rudolph common stock for $13.62 per share with the same vesting terms.

16. The option, which was fully vested, was assumed by Rudolph in the Merger and replaced with an option to purchase 2,786 shares of Rudolph common stock for $15.87 per share.

17. The option, which was fully vested, was assumed by Rudolph in the Merger and replaced with an option to purchase 718 shares of Rudolph common stock for $16.71 per share.

18. The option, 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 an option to purchase 12,468 shares of Rudolph common stock for $14.81 per share with the same vesting terms.

Remarks:

	/s/ Robert K. Ranum as Agent for Cory M. Watkins pursuant to Power of Attorney previously filed	02/15/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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