1 |
NAMES
OF REPORTING PERSONS
| ||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||
Neuberger Berman Group LLC | |||||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | o | ||
(b) | x | ||||
3 |
SEC
USE ONLY
| ||||
4 |
SOURCE
OF FUNDS
| ||||
OO | |||||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
| o | |||
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
| ||||
Delaware | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 |
SOLE
VOTING POWER
| |||
0 | |||||
8 |
SHARED
VOTING POWER
| ||||
1,843,323 | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
0 | |||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
1,858,583 | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
1,858,583 | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| o | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
6.79%
| |||||
14 |
TYPE
OF REPORTING PERSON
| ||||
HC | |||||
1 |
NAMES
OF REPORTING PERSONS
| ||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||
Neubeger Berman Holdings LLC | |||||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | o | ||
(b) | x | ||||
3 |
SEC
USE ONLY
| ||||
4 |
SOURCE
OF FUNDS
| ||||
OO | |||||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
| o | |||
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
| ||||
Delaware | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 |
SOLE
VOTING POWER
| |||
0 | |||||
8 |
SHARED
VOTING POWER
| ||||
1,843,323 | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
0 | |||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
1,858,583 | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
1,858,583 | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| o | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
6.79%
| |||||
14 |
TYPE
OF REPORTING PERSON
| ||||
HC | |||||
1 |
NAMES
OF REPORTING PERSONS
| ||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||
Neuberger Berman LLC | |||||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | o | ||
(b) | x | ||||
3 |
SEC
USE ONLY
| ||||
4 |
SOURCE
OF FUNDS
| ||||
OO | |||||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
| o | |||
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
| ||||
Delaware | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 |
SOLE
VOTING POWER
| |||
0 | |||||
8 |
SHARED
VOTING POWER
| ||||
1,843,323 | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
0 | |||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
1,858,583 | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
1,858,583 | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| o | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
6.79%
| |||||
14 |
TYPE
OF REPORTING PERSON
| ||||
IA
BD | |||||
1 |
NAMES
OF REPORTING PERSONS
| ||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||
Neuberger Berman Management LLC | |||||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | o | ||
(b) | x | ||||
3 |
SEC
USE ONLY
| ||||
4 |
SOURCE
OF FUNDS
| ||||
OO | |||||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
| o | |||
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
| ||||
Delaware | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 |
SOLE
VOTING POWER
| |||
0 | |||||
8 |
SHARED
VOTING POWER
| ||||
770,030 | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
0 | |||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
770,030 | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
770,030 | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| o | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
2.81%
| |||||
14 |
TYPE
OF REPORTING PERSON
| ||||
IA
BD | |||||
1 |
NAMES
OF REPORTING PERSONS
| ||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||
Benjamin Nahum | |||||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | o | ||
(b) | x | ||||
3 |
SEC
USE ONLY
| ||||
4 |
SOURCE
OF FUNDS
| ||||
PF | |||||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
| o | |||
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
| ||||
United States of America | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 |
SOLE
VOTING POWER
| |||
100,000 | |||||
8 |
SHARED
VOTING POWER
| ||||
0 | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
100,000 | |||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
0 | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
100,000 | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| o | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
.37%
| |||||
14 |
TYPE
OF REPORTING PERSON
| ||||
N/A | |||||
Item 1. | Security and Issuer |
The class of equity securities to which this statement on Schedule 13D relates is the common stock (the “Securities”) of Ultratech Inc., a Delaware corporation (the “Issuer”), having its principal place of business at 3050 Zanker Road, San Jose, California 95134. |
Item 2. | Identity and Background |
(a) | This statement is being filed by the following persons: Neuberger Berman Group LLC (“NB Group”), Neuberger Berman Holdings LLC (“NB Holdings”), Neuberger Berman LLC (“NB LLC”), Neuberger Berman Management LLC (“NB Management”) and Benjamin Nahum (NB Group, NB Holdings, NB LLC, NB Management and Mr. Nahum, collectively the “Reporting Persons”). |
(b) | The business address for each of the Reporting Persons is 605 Third Avenue, New York, New York 10158. |
(c) | Each of NB Group, NB Holdings, NB LLC and NB Management is a Delaware limited liability company.
Mr. Nahum is a portfolio manager and managing director of NB LLC and NB Management. NB Group is the parent company of multiple subsidiaries engaged in the investment advisory business. NB Holdings is a subsidiary of NB Group and the holding company of NB LLC, NB Management and certain other subsidiaries engaged in the investment advisory business, primarily with respect to equities. NB LLC, an indirect subsidiary of NB Group, is an investment adviser registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and a broker-dealer registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a registered investment adviser (“RIA”), NB LLC provides discretionary investment advisory services to private investors, institutions, endowments, employee benefit plans, foundations and others. NB Management, an indirect subsidiary of NB Group, is an investment adviser registered under the Advisers Act and a limited purpose broker-dealer registered under the Exchange Act. As an RIA, NB Management provides investment advisory services to investment companies registered under the Investment Company Act of 1940, as amended. The information required by instruction C to Schedule 13D with respect to the directors and executive officers of the Reporting Persons is set forth below. Neuberger Berman Group LLC Directors Joseph Amato Robert D’Alelio Steven Kandarian George Walker Richard Worley Lawrence Zicklin Executive Officers George Walker, Chief Executive Officer Joseph Amato, President Heather Zuckerman, Executive Vice President, Secretary and Chief Administrative Officer Andrew Komaroff, Executive Vice President and Chief Operating Officer William Arnold, Executive Vice President and Chief Financial Officer Neuberger Berman Holdings LLC Joseph Amato, President and Chief Executive Officer William Arnold, Executive Vice President and Chief Financial Officer James Dempsey, Senior Vice President and Treasurer Neuberger Berman LLC Joseph Amato, President, Chief Executive Officer and Chief Investment Officer – Equities Brad Cetron, Managing Director, Chief Compliance Officer and Deputy General Counsel James Dempsey, Senior Vice President, Chief Financial Officer and Treasurer Bradley Tank, Managing Director and Chief Investment Officer – Fixed Income Neuberger Berman Management LLC Robert Conti, President and Chief Executive Officer Joseph Amato, Managing Director and Chief Investment Officer – Equities Bradley Tank, Managing Director and Chief Investment Officer – Fixed Income Brian Kerrane, Managing Director and Chief Administrative Officer Brad Cetron, Managing Director and Chief Compliance Officer – B/D Chamaine Williams, Senior Vice President and Chief Compliance Officer – I/A Andrew Allard, Senior Vice President and General Counsel |
(d) | None of the individuals referenced above have been convicted in a criminal proceeding in the past five years. |
(e) | None of the individuals referenced above have been party to a civil proceeding or a judicial or administrative proceeding or subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws in the past five years. |
(f) | All of the individuals referenced above are citizens of the United States. |
Item 3. |
Source
and Amount of Funds or Other Consideration
|
NB LLC and NB Management, each in its capacity as an RIA, used an aggregate of approximately $23,013,643.96 and $12,803,834.00, respectively, of funds provided through the accounts of certain of their investment advisory clients to purchase the Securities reported as beneficially owned in Item 5. Mr. Nahum used approximately $1,663,000.00 of personal funds to purchase the Securities beneficially owned by him in Item 5. |
Item 4. |
Purpose
of Transaction
|
The Securities reported as beneficially owned in Item 5 were purchased in the ordinary course of business for investment purposes by NB LLC and NB Management, each in its capacity as an RIA on behalf of its respective investment advisory clients. On August 4, 2015, NB Management, on behalf of certain of its affiliates and itself, sent a letter (the “First Letter”) to Arthur Zafiropoulo, the Issuer’s Chairman, Chief Executive Officer and President (copies of which were also sent to each of the Issuer’s directors) regarding the Issuer’s failure to create shareholder value, certain compensation practices with respect to the Issuer’s stock plans, significant dilution of shareholders and what appears to be a lack of alignment of the Issuer’s management with its shareholders. (A copy of the First Letter is attached to the previous filing). After the First Letter was sent, NB Management had a meeting with Mr. Zafiropoulo and Rick Timmons, the lead independent director of the Issuer. On September 28, 2015, NB Management sent another letter (the “Second Letter”) to Mr. Zafiropoulo reiterating its concerns and noting the lack of urgency by the Board in addressing the First Letter. (A copy of the Second Letter is attached hereto as Schedule 1).
The Reporting Persons may communicate with other shareholders of the Issuer and may nominate candidates for election to the Issuer’s Board of Directors at the Issuer’s 2016 annual meeting. The Reporting Persons may take actions that would be deemed as having the purpose or effect of changing or influencing control of the Issuer. None of the Reporting Persons intends to seek control of the Issuer or to participate in the day-to-day management of the Issuer. Depending on future market conditions, NB LLC and NB Management, in their capacities as RIAs, may purchase additional Securities and sell Securities on behalf of their investment advisory clients; and, Mr. Nahum also may purchase additional Securities and sell Securities for his personal accounts. At this time, other than as described above in this Item 4, none of the Reporting Persons has any plans or proposals with respect to the Issuer that relate to or would result in the events listed in Item 4(a)-(j) of the instructions for Schedule 13D. |
(a) | See above. |
(b) | See above. |
(c) | See above. |
(d) | See above. |
(e) | See above. |
(f) | See above. |
(g) | See above. |
(h) | See above. |
(i) | See above. |
(j) | See above. |
Item 5. |
Interest
in Securities of the Issuer
|
(a) | The aggregate number of Securities to which this Schedule 13D relates is 1,858,583 shares, representing 6.79% of the 27,364,690 common shares reported outstanding in the Issuer’s most recent Form 10-Q for the quarterly period ended June 30, 2015. The Reporting Persons beneficially own the Securities as follows:
Common Shares / Percentage of Common Shares Outstanding NB LLC 1,858,583 / 6.79% NB Management 770,030 / 2.81% Mr. Nahum 100,000 / 0.37% Due to NB Group’s and NB Holdings’ indirect and direct ownership of NB LLC and NB Management, each of NB Group and NB Holdings is deemed to beneficially own the Securities beneficially owned by NB LLC and NB Management. |
(b) | NB LLC has been granted discretionary voting and dispositive power with respect to 1,843,323 of the Securities reported herein as being beneficially owned by it, and with respect to such Securities, NB LLC shares voting and dispositive power with its clients in whose accounts the Securities are held. In addition, NB LLC has been granted discretionary dispositive power, but not voting power, with respect to the remaining 15,260 of the Securities reported herein as beneficially owned by it. NB LLC shares only dispositive power with those clients in whose accounts such Securities are held.
NB Management has been granted discretionary voting and dispositive power with respect to 770,030 of the Securities reported herein as being beneficially owned by it. Mr. Nahum has voting and dispositive power with respect to the 100,000 of the Securities reported herein as being beneficially owned by him. |
(c) | The Reporting Persons effected the following transactions in the Securities during the past sixty days. Such transactions were effected in the open market.
See Schedule 2. |
Transaction Date | Shares or Unites Purchased (Sold) | Price Per Share or Unit |
(d) | Not applicable. |
(e) | Not applicable. |
Item 6. |
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
|
Not applicable |
Item 7. |
Material
to Be Filed as Exhibits
|
Letter to Issuer’s Board of Directors, dated September 28, 2015, is attached hereto as Schedule 1.
List of Trades since our last filing on August 4, 2015 in response to Item 5.c is attached hereto as Schedule 2. |
Neuberger Berman Group LLC | |||
October 01, 2015 | By: |
/s/
Joseph Amato | |
President | |||
Neuberger Berman Holdings LLC | |||
October 01, 2015 | By: |
/s/
Joseph Amato | |
President & Chief Executive Officer | |||
Neuberger Berman LLC | |||
October 01, 2015 | By: |
/s/
Joseph Amato | |
President & Chief Executive Officer | |||
Neuberger Berman Management LLC | |||
October 01, 2015 | By: |
/s/
Robert Conti | |
President & Chief Executive Officer | |||
Benjamin Nahum | |||
October 01, 2015 | By: |
/s/
Benjamin Nahum | |
Neuberger Berman Management LLC
605 Third Avenue
New York, NY 10158-0108
Tel. 212.476.8800
|
NEUBERGER
|
BERMAN |
cc: | Rick Timmins, Michael C. Child, Joel Gemunder, Nicholas Konidaris, Dennis R. Raney, Henri Richard |
Date
|
Units
Purchased/Sold (-)
|
Average Price
|
8/4/2015
|
-471
|
16.664
|
8/4/2015
|
291
|
16.16
|
8/5/2015
|
225
|
16.618
|
8/5/2015
|
-25
|
16.624
|
8/5/2015
|
-191
|
16.39
|
8/5/2015
|
324
|
16.63
|
8/6/2015
|
230
|
16.6195
|
8/6/2015
|
-230
|
16.5224
|
8/6/2015
|
3032
|
16.622
|
8/7/2015
|
-225
|
16.5711
|
8/13/2015
|
-406
|
16.48
|
8/14/2015
|
-29
|
16.601
|
8/17/2015
|
-14860
|
16.6932
|
8/21/2015
|
-161
|
15.30
|
8/21/2015
|
-1350
|
15.4496
|
8/24/2015
|
-2350
|
15.6383
|
8/25/2015
|
-1000
|
15.665
|
8/25/2015
|
-40
|
15.7
|
8/26/2015
|
-900
|
15.6083
|
8/27/2015
|
135
|
16.49
|
8/28/2015
|
4045
|
16.8414
|
8/28/2015
|
110
|
16.7282
|
8/28/2015
|
-535
|
16.729
|
8/28/2015
|
11742
|
16.841
|
8/31/2015
|
600
|
17.2
|
9/2/2015
|
200
|
16.8188
|
9/2/2015
|
180
|
16.815
|
9/2/2015
|
30
|
16.8299
|
9/2/2015
|
80
|
16.8
|
9/3/2015
|
80
|
17.196
|
9/3/2015
|
-200
|
17.1703
|
9/4/2015
|
-228
|
16.77
|
9/4/2015
|
4281
|
16.778
|
9/11/2015
|
-70
|
16.72
|
9/11/2015
|
-77
|
16.68
|
9/11/2015
|
6616
|
16.709
|
9/14/2015
|
125
|
16.3749
|
9/14/2015
|
-95
|
16.3501
|
9/15/2015
|
220
|
16.5836
|
9/18/2015
|
65
|
16.831
|
9/18/2015
|
-145
|
16.631
|
9/18/2015
|
1774
|
16.619
|
9/21/2015
|
-240
|
16.589
|
9/21/2015
|
-305
|
16.763
|
9/22/2015
|
3000
|
16.699
|
9/22/2015
|
-508
|
16.496
|
9/24/2015
|
2100
|
15.691
|
9/25/2015
|
-50
|
16.05
|
9/25/2015
|
13439
|
16.108
|
9/28/2015
|
-350
|
15.7526
|
Date
|
Units
Purchased/Sold (-)
|
Average Price
|
09/22/2015
|
3000
|
16.699
|
09/24/2015
|
2100
|
15.691
|