SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3 )*

Ultratech Inc

(Name of Issuer)

Common Stock

(Title of Class of Securities)

904034105

(CUSIP Number)

William Braverman ESQ,  Neuberger Berman Group LLC  605 Third Ave, 21st floor  New York,  NY  10159  Phone : 212-476-9035

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 21, 2016

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.    x

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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  AF
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
			200
		8	SHARED VOTING POWER
			2,034,319
		9	SOLE DISPOSITIVE POWER
			200
		10	SHARED DISPOSITIVE POWER
			2,038,099
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,038,299
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	7.68%
14	TYPE OF REPORTING PERSON
	HC

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Neubeger Berman Fixed Income 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  AF
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
			200
		8	SHARED VOTING POWER
			2,034,319
		9	SOLE DISPOSITIVE POWER
			200
		10	SHARED DISPOSITIVE POWER
			2,038,099
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,038,299
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	7.68%
14	TYPE OF REPORTING PERSON
	HC

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Neuberger Berman Investment Advisers 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  AF
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
			200
		8	SHARED VOTING POWER
			2,034,319
		9	SOLE DISPOSITIVE POWER
			200
		10	SHARED DISPOSITIVE POWER
			2,038,099
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,038,299
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	7.68%
14	TYPE OF REPORTING PERSON
	IA

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  WC
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
			200
		8	SHARED VOTING POWER
			525,124
		9	SOLE DISPOSITIVE POWER
			200
		10	SHARED DISPOSITIVE POWER
			525,124
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	525,324
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.98%
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 Amendment No. 3 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 Fixed Income Holdings LLC (“NBFI Holdings”), Neuberger Berman Investment Advisers LLC (“NBIA”), Neuberger Berman LLC (“NB LLC”) and Benjamin Nahum (NB Group, NBFI Holdings, NBIA, NB LLC and Mr. Nahum, collectively the “Reporting Persons”).

(b) The business address for each of the Reporting Persons other than NBIA is 605 Third Avenue, New York, New York 10158. The principal place of business for NBIA is 190 LaSalle Street, Chicago, Illinois 60603. The business address for NBIA with respect to the matters relating to the Issuer and its Securities is 605 Third Avenue, New York, New York 10158.

(c) Each of NB Group, NBFI Holdings, NBIA and NB LLC is a Delaware limited liability company.

Mr. Nahum is a portfolio manager and managing director of NBIA and NB LLC.

NB Group is the parent company of multiple subsidiaries engaged in the investment advisory business.

NBFI Holdings is a subsidiary of NB Group and the holding company of NBIA, and certain other subsidiaries engaged in the investment advisory business.

NBIA, the parent company of NB LLC and NB Management (as defined below), is an investment adviser registered under the Investment Advisers Act of 1940 as amended (the “Advisers Act”). As a registered investment adviser (“RIA”), NBIA provides investment advisory services to institutions, endowments, employee benefit plans, foundations, private funds, offshore public funds (collectively, “Institutions”) and investment companies registered under the Investment Company Act of 1940, as amended (“Mutual Funds”).

NB LLC, an indirect subsidiary of NB Group, is an RIA and a broker-dealer registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As an RIA, NB LLC provides discretionary investment advisory services to private investors.

As the result of a legal entity reorganization, effective January 1, 2016 (the “Reorganization”), NBIA succeeded to the investment advisory contracts relating to Mutual Funds that previously were entered into by Neuberger Berman Management LLC, a Delaware Limited Liability company (“NB Management”). NBIA LLC also succeeded to certain of NB LLC’s contracts with Institutions. Due to the Reorganization, for purposes of disclosure in the remainder of this Amendment all references to NB Management will be replaced with NBIA, unless the context otherwise requires.

NBIA and NB LLC may be deemed to beneficially own the Securities in their various fiduciary capacities by virtue of the provisions of Exchange Act Rule 13d-3. Other than with respect to 200 shares of the Issuer held in a proprietary account of NB LLC, this report is not an admission that any of the Neuberger entities are the beneficial owner of the Securities and each of NB Group, NBFI Holdings, NBIA and NB LLC and certain affiliated persons disclaim beneficial ownership of the securities covered by this statement pursuant to Exchange Act Rule 13d-4.

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
Jacques Lilly, Executive Vice President and Head of Corporate Development

Neuberger Berman Fixed Income Holdings LLC

Andrew Komaroff, President and Chief Executive Officer
Heather Zuckerman, Executive Vice President
William Arnold, Executive Vice President and Chief Financial Officer
James Dempsey, Senior Vice President and Treasurer


Neuberger Berman Investment Advisers LLC

Joseph Amato, President – Equities and Chief Investment Officer – Equities
Robert Conti, President – Mutual Funds
Bradley Tank, President – Fixed Income and Chief Investment Officer
Robert Eason, Chief Operating Officer – Fixed Income and Managing Director
Brian Kerrane, Chief Operating Officer – Mutual Funds and Managing Director
Lawrence Kohn, Chief Operating Officer – Equities and Managing Director
Brad Cetron, Managing Director and Chief Compliance Officer
Chamaine Williams, Senior Vice President and Chief Compliance Officer – Mutual Funds
James Dempsey, Chief Financial Officer, Treasurer and Senior Vice President

Neuberger Berman LLC

Joseph Amato, President, Chief Executive Officer and Chief Investment Officer – Equities
Bradley Tank, Managing Director and Chief Investment Officer - Fixed Income
Brad Cetron, Managing Director and Chief Compliance Officer
James Dempsey, Chief Financial Officer, Senior Vice President and Treasurer

(d) None of the individuals referenced above has been convicted in a criminal proceeding in the past five years.

(e) None of the individuals referenced above has 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 Group, through its subsidiary registered investment advisers, NB Management, NBIA and NB LLC used an aggregate of approximately $26,054,531.02 of funds provided through the accounts of certain investment advisory clients to purchase the Securities reported as beneficially owned in Item 5. NB LLC used approximately $4300 of its own funds to acquire securities reported in Item 5 as beneficially owned by it, and for certain securities owned by it as a holder of record. Mr. Nahum used approximately $1,663,000.00 of personal funds to purchase the Securities reported as beneficially owned by him in Item 5.

Item 4. Purpose of Transaction

Through December 31, 2015, 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. As of January 1, 2016, NBIA made purchases for Mutual Funds and Institutions and NB LLC continued to make purchases for its private investor clients. NB LLC also purchased 200 shares for its own account. 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 previously filed Schedule 13D.) After the First Letter was sent, NB Management had a meeting with Mr. Zafiropoulo and Rick Timmins, 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 was attached to Amendment 1 to the Schedule 13D.) NBIA had a second meeting with Mr. Zafiropoulo in January 2016. In a press release disseminated on February 4, 2016, the Issuer announced its results for fiscal year 2015, and stated that it was in the process of identifying candidates to replace one or more members of or to augment its Board of Directors. On March 4, 2016, NBIA sent a letter to Mr. Zafiropoulo and Mr. Timmins (the “Third Letter”) stating its continued concerns regarding governance and the Board’s ability to address other matters the Issuer faces. (A copy of the Third Letter was attached to Amendment 2 to the Schedule 13D.) Moreover, in the Third Letter NBIA provided the names and biographies of two potential director candidates who, in its opinion, each has multiple qualifications that would strengthen the Issuer’s Board.

On April 21, 2016, the Reporting Persons submitted a nomination notice to the Issuer (“Nomination Notice”) nominating two individuals, Dr. Ronald Black and Ms. Beatriz V. Infante (the “Nominees”) (the biographies of whom are attached to the Third Letter) for election to the Issuer’s Board of Directors at the 2016 annual meeting of the stockholders of the Issuer (“Annual Meeting”). The Nomination Notice discloses the Reporting Person’s intent to solicit proxies from the stockholders of the Issuer to elect the Nominees. The foregoing description of the Nomination Notice is qualified in its entirety by reference to the full text of the Nomination Notice, a copy of which is attached hereto as Schedule 1.

The Reporting Persons may communicate with other shareholders of the Issuer and may nominate additional candidates for election to the Issuer’s Board of Directors at the Annual Meeting in accordance with the terms of the Nomination Notice, or alternatively, withdraw the nomination of the Nominees. 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, NBIA and NB LLC, 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.

(a) n/a

(b) n/a

(c) n/a

(d) See the description of the purpose of this transaction in this Item 4.

(e) n/a

(f) n/a

(g) n/a

(h) n/a

(i) n/a

(j) n/a

Item 5. Interest in Securities of the Issuer

(a) The aggregate number of Securities to which this Schedule 13D relates is 2,038,299 shares, representing 7. 68% of the 26,522,276 common shares reported outstanding in the Issuer’s most recent Form 10-K as of January 29, 2016. The Reporting Persons beneficially own the Securities as follows:

Common Shares / Percentage of Common Shares Outstanding:

NBIA 2,038,299/ 7.68%

NB LLC 525,324 / 1.98%

Mr. Nahum 100,000 / 0.37%

Due to NB Group’s and NBFI Holdings’ indirect and direct ownership of NBIA and NB LLC, each of NB Group and NBFI Holdings is deemed to beneficially own the Securities beneficially owned by NBIA and NB LLC. Due to the Reorganization, NB Management no longer has beneficial ownership in any of the Securities.

(b) NBIA has been granted discretionary voting and dispositive power with respect to 2,034,319 of the Securities reported herein as being beneficially owned by it, and with respect to such Securities, NBIA shares voting and dispositive power with its clients in whose accounts the Securities are held. In addition, NBIA LLC has been granted discretionary dispositive power, but not voting power, with respect to the remaining 3,780 of the Securities reported herein as beneficially owned by it. NBIA shares only dispositive power with the clients in whose accounts such Securities are held.

NB LLC has been granted discretionary voting and dispositive power with respect to 525,124 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. NB LLC has sole voting and dispositive power with respect to 200 of the Securities.

Mr. Nahum has sole 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 Units 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

Nomination Notice, dated April 21, 2016, addressed to Bruce R. Wright, Senior Vice President, Chief Financial Officer and Secretary of the Issuer, is attached hereto as Schedule 1.

List of Trades transacted in the Issuer’s Securities in the past sixty days in response to Item 5.c is attached hereto as Schedule 2.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	Neuberger Berman Group LLC
April 22, 2016	By:	/s/ Joseph Amato
		President
	Neuberger Berman Fixed Income Holdings LLC
April 22, 2016	By:	/s/ Heather Zuckerman
		Executive Vice President
	Neuberger Berman Investment Advisers LLC
April 22, 2016	By:	/s/ Joseph Amato
		President - Equities
	Neuberger Berman LLC
April 22, 2016	By:	/s/ Joseph Amato
		President & Cheif Executive Officer
	Benjamin Nahum
April 22, 2016	By:	/s/ Benjamin Nahum

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Footnotes: 

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

EX-1

NEUBERGER BERMAN LLC

605 Third Avenue

New York, NY 10158

April 21, 2016

BY ELECTRONIC MAIL AND OVERNIGHT MAIL

Ultratech, Inc.

3050 Zanker Road

San Jose, CA 95134

Attn:   Bruce R. Wright

Senior Vice President, Finance, Chief Financial Officer, Secretary and Treasurer

Re: Notice of Stockholder Nomination of Individuals for Election as Directors at the 2016 Annual Meeting of Stockholders of Ultratech, Inc.

Dear Mr. Wright:

This letter serves as notice to Ultratech, Inc., a Delaware corporation (“Ultratech” or the “Company”), as to the nomination by Neuberger Berman LLC a limited liability company organized under the laws of the state of Delaware (“Neuberger Berman” or the “Nominating Stockholder”), of nominees for election to the Board of Directors of Ultratech (the “Board”) at the 2016 annual meeting of stockholders of Ultratech, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Annual Meeting”).

This letter and all Exhibits attached hereto are collectively referred to as the “Notice.” As of the date hereof, Neuberger Berman is the beneficial owner of 525,324 shares of common stock, $0.001 par value per share (the “Common Stock”), of Ultratech, of which 100 shares are held in record name.

Through this Notice, Neuberger Berman hereby nominates, and notifies you of its intent to nominate at the Annual Meeting, Ms. Beatriz V. Infante and Dr. Ronald Black (the “Nominees”), to be elected to the Board at the Annual Meeting. Neuberger Berman believes that the terms of seven (7) directors currently serving on the Board expire at the Annual Meeting. Depending on certain factors, including the total number of directors up for election at the Annual Meeting and the Company’s financial and operational performance, Neuberger Berman reserves the right to either withdraw certain or both of its Nominees or to nominate additional nominees for election to the Board at the Annual Meeting. Additional nominations made pursuant to the preceding sentence are without prejudice to the position of Neuberger Berman and that any attempt to increase the size of the current Board constitutes an unlawful manipulation of Ultratech’s corporate machinery. If this Notice shall be deemed for any reason by a court of competent jurisdiction to be ineffective with respect to the nomination of either of the Nominees nominated by Neuberger Berman at the Annual Meeting, or if any individual Nominee shall be unable to serve for any reason, this Notice shall continue to be effective with respect to the remaining Nominee and as to any replacement nominee(s) selected by Neuberger Berman. The Nominating Stockholder intends to solicit proxies in support of the Nominees’ election in accordance with applicable law and intends to comply with applicable requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder.

Below please find the information required by Article II, Section 2.5 of the Company’s Bylaws (the “Bylaws”). Information included in any subsection below shall also be deemed to be information provided in response to items requested in any other subsection of this Notice.

A.            As to each Nominee:

I.           The name, age, business address and residence address of each Nominee:

Name	Age	Business Address	Residence Address
Beatriz Valdes Infante	62	BusinessExcelleration LLC 27664 Vogue Court Los Altos Hills, CA 94022	27664 Vogue Court Los Altos Hills, CA 94022
Ronald Black	52	Rambus Inc. 1050 Enterprise Way, Suite 700, Sunnyvale, CA 94089	31020 Kilgour Drive, Westlake, OH 44145

II.          A biographical profile of each Nominee, including employer and principal occupation, educational background and business and professional experience:

Beatriz V. Infante. (age 62)Since 2009, Ms. Infante has served as Chief Executive Officer of BusinessExcelleration LLC which provides management consulting services to companies at strategic inflection points. Since 2008, Ms. Infante has also served as a limited partner and advisor to Tandem Capital, an investment firm specializing in mobile technology companies. From 2010 until its acquisition by Infor, Inc. in 2011, Ms. Infante was the Chief Executive Officer and a director of ENXSUITE Corporation, a leading supplier of energy management solutions. From 2006 until its acquisition by Voxeo Corporation in 2008, she was the Chief Executive Officer and a director of VoiceObjects Inc., a market leader in voice applications servers. From 2004 to 2005, Ms. Infante served as Interim Chief Executive Officer and a director of Sychron Inc., which was sold to an investor group. From 1998 to 2003, Ms. Infante held various positions with Aspect Communications, a leading provider of call centers and unified communications solutions, including the roles of Chairman, President and Chief Executive Officer. Since 1994, she has served on the Advisory Committee to the Princeton University School of Engineering and Applied Science. She has been a director at a number of privately held companies as well as two non-profit organizations, Silicon Valley Leadership Group and Joint Venture Silicon Valley Network. Ms. Infante has been a director of Sonus Networks Inc. (a NASDAQ listed company), a company specializing in Cloud-based SIP and 4G/VoLTE solutions, since 2010; a director of Liquidity Services, Inc. (a NASDAQ listed company), a company specializing in surplus asset management, since May 2014; and, from May 2012 through May 2015, Ms. Infante served as a director of Emulex Corporation. None of the foregoing entities is a parent, subsidiary or other affiliate of the Company.

Ms. Infante is a National Association of Corporate Directors Board Leadership Fellow, a member of the Corporate Directors Group, and in 2013 was named to the Financial Times Agenda “Top 50 Digital Directors’ List.” Ms. Infante holds a Bachelor of Science and Engineering degree in Electrical Engineering and Computer Science from Princeton University and holds a Master of Science degree in Engineering and Computer Science from California Institute of Technology.

Ronald Black, Ph.D. (age 52) Dr. Black has served as chief executive officer and president of Rambus Inc. (“Rambus”), a technology solutions company that captures, secures and moves data, since June 2012. Dr. Black was previously the Managing Director of R.D. Black & Company, a consulting firm, since August 2011. From September 2010 to August 2011, Dr. Black was the Chief Executive Officer of MobiWire, formerly Sagem Wireless, a privately-held mobile handset company headquartered near Paris, France that offers products and services to original equipment manufacturers and mobile network operators in the mobile phone marketplace. From June 2009 to October 2010, Dr. Black served as Chairman and CEO of UPEK, Inc. From September 2004 to June 2009, he was chief executive officer of Wavecom S.A., a publicly traded French wireless solutions company. Dr. Black has been a director of Rambus (a NASDAQ listed company) since July 2012; a director of Energy Focus, Inc. (a NASDAQ listed company), an LED lighting technology developer, since July 2015; he is currently a director of Microfabrica Inc, a privately held high precision metal parts fabricator and FlexEnable Limited, a privately held producer of flexible electronics manufacturing platforms. From 2012 to March 2015, Dr. Black served on the board of EnOcean GmbH, a German-based company that manufactures and markets energy harvesting technology, sensors, and radio frequency communication; from September 2010 to November 2012, Dr. Black served as a board member of AuthenTec, Inc.; and from 2007 to 2013, Dr. Black served as a board member of Inside Contactless, a France-based company engaged in the semiconductors and information technology industry. None of the foregoing entities is a parent, subsidiary or other affiliate of the Company.

Dr. Black holds a Bachelor of Science, a Master of Science, and a Ph.D. in materials science and engineering from Cornell University in Ithaca, N.Y.

III.         The class or series and number of shares of Common Stock of the Company which are owned beneficially or of record by each Nominee:

As of the date hereof, to the knowledge of the Nominating Stockholder, none of Ms. Infante or Dr. Black owns any shares of Common Stock of the Company.

IV.        Any other information relating to each Nominee that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case, pursuant to and in accordance with Regulation 14A of the Exchange Act:

Each Nominee’s biography and principal business address are set forth elsewhere in this Notice.

All Nominees are citizens of the United States.

To the knowledge of the Nominating Stockholder: (a) no Nominee has any family relationship that is required to be disclosed; (b) no Nominee holds any positions or offices with the Company; (c) no companies or organizations, with which any of the Nominees has been employed in the past five (5) years, is a parent, subsidiary or other affiliate of the Company; (d) no Nominee has been, within the last ten (10) years, or is currently subject to, any of the items listed in Item 401(f) of Regulation S-K; (e) no Nominee has been convicted in, within the last ten (10) years, or is currently subject to, any criminal proceeding; (f) no Nominee has any substantial interest, direct or indirect, by security holdings or otherwise, in any matter to be acted upon at the 2016 Annual Meeting (other than each Nominee’s nomination to serve on the Board); (g) there are no arrangements or understandings pursuant to which either Nominee is proposed to be elected to the Board, other than a request made to each Nominee asking for their consent to be nominated to the Board, and, solely as it relates to any arrangement or understanding pursuant to which any Nominee was proposed to be elected to the Board, no other person, other than the NB Beneficial Owners and Nominating Stockholder (whose interest is solely that they are nominating the Nominees), has any substantial interest, direct or indirect, in any matter to be acted upon at the 2016 Annual Meeting; (h) no Nominee beneficially owns any securities of the Company, either directly or indirectly; (i) no Nominee owns any securities of the Company of record, but not beneficially; (j) no associate of any Nominee beneficially owns any securities of the Company, either directly or indirectly; (k) no Nominee owns, beneficially, directly or indirectly, any securities of any parent or subsidiary of the Company; (l) no Nominee has purchased or sold any securities of the Company within the past two (2) years; (m) no part of the purchase price or market value of the securities of the Company owned by any Nominee is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities; (n) no Nominee was or is a party to any contract, arrangement or understanding, within the past year, with respect to any securities of the Company, including any joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies; (o) since January 1, 2015, no Nominee and no associate of any Nominee, has any direct or indirect material interest in any transaction in which the amount involved exceeds one hundred and twenty thousand dollars ($120,000) and in which the Company is or was a participant, or which is currently proposed; and (p) there are no arrangements or understandings between any Nominee and any person with respect to any future employment by the Company or its affiliates, or with respect to any future transactions to which the Company or its affiliates will or may be a party.

The Nominating Stockholder believes that each Nominee presently is, and if elected as a director of the Company, each Nominee would be, “independent” under the independence standard applicable to the Company. No Nominee is a member of the Company’s compensation, nominating and audit committee that is not independent under any such committee’s applicable independence standards.

The Nominating Stockholder is not aware of any material proceedings in which any Nominee, or any associate of any Nominee, is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries.

B.            The following is all the information relating to the Nominating Stockholder and NB Beneficial Owners (as defined below) that is required by the Bylaws:

I.           The name and address of the Nominating Stockholder, as it appears on the Company’s books, and of the NB Beneficial Owners (as defined below):

The Nominating Stockholder believes its name and address appear on the Company’s books as follows:

Name	Address
Neuberger Berman LLC	605 Third Avenue
	New York, NY 10158

The Nominating Stockholder’s current principal business address is Neuberger Berman LLC, 605 Third Avenue, New York, New York 10158. In addition, the names and addresses of the following affiliates of Neuberger Berman, who may be deemed to beneficially own shares of Common Stock (“NB Beneficial Owners”), are as follows:

Name	Address
Neuberger Berman Group LLC (“NB Group”)	605 Third Avenue New York, NY 10158
Neuberger Berman Fixed Income Holdings LLC (“NB FI Holdings”)	605 Third Avenue New York, NY 10158
Neuberger Berman Investment Advisers LLC (“NBIA”)	190 LaSalle Street Chicago, Illinois 60603
Benjamin Nahum	c/o Neuberger Berman LLC 605 Third Avenue New York, NY 10158

II.          The class or series and number of shares of capital stock of the Company owned beneficially and of record by the Nominating Stockholder and such NB Beneficial Owners:

Class or Series	Number of Shares	Owner of Record	Beneficial Owner
Common Stock	2,038,299	Cede & Co.1	NB Group
Common Stock	2,038,299	Cede & Co.2	NB FI Holdings
Common Stock	2,038,299	Cede & Co.3	NBIA
Common Stock	525,224	Cede & Co.	Neuberger Berman
Common Stock	100	Neuberger Berman	Neuberger Berman
Common Stock	100,000	Cede & Co.	Benjamin Nahum

III.        A description of any agreement, arrangement or understanding with respect to the nomination or proposal between or among such Nominating Stockholder and such NB Beneficial Owners, any of their respective affiliates or associates and any others acting in concert with any of the foregoing:

To the knowledge of the Nominating Stockholder there are no agreements, arrangements or understandings with respect to the nomination or proposal between or among such Nominating Stockholder and such NB Beneficial Owners, any of their respective affiliates or associates and any others acting in concert with any of the foregoing.

¹ The owner of record of 100 shares reflected in the preceding column is Neuberger Berman.

² See footnote 1.

³ See footnote 1.

IV.        A representation that the Nominating Stockholder is a holder of record of stock of the Company, entitled to vote at the Annual Meeting and intends to appear in person or by proxy at the Annual Meeting to propose such business or the nomination of the Nominees:

The Nominating Stockholder hereby represents that it is a holder of record of stock of the Company, is entitled to vote at the Annual Meeting and intends to appear in person or by proxy at the Annual Meeting to propose the nomination of the Nominees.

V.          A description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, warrants, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date hereof by, or on behalf of, such Nominating Stockholder and such NB Beneficial Owners, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, the Nominating Stockholder or such NB Beneficial Owners, with respect to shares of the Company:

The Nominating Stockholder believes there are no agreements, arrangements or understandings (including any derivative or short positions, profit interests, options, warrants, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares) that have been entered into as of the date hereof by, or on behalf of, such Nominating Stockholder and such NB Beneficial Owners, the effect or intent of which is to mitigate loss to, manage risk or benefit share price changes for, or increase or decrease the voting power of, the Nominating Stockholder or such NB Beneficial Owners, with respect to share of the Company.

VI.        A representation stating whether the Nominating Stockholder or any NB Beneficial Owner intends, or are part of a group which intends, (a) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Company’s outstanding capital stock required to approve or adopt the proposal or elect the Nominees and/or (b) otherwise solicit proxies from stockholders in support of such proposal or the Nominees:

The Nominating Stockholder and NB Beneficial Owners hereby represent that either the Nominating Stockholder or an NB Beneficial Owner intends to deliver a proxy statement to the holders of at least the percentage of the Company’s outstanding capital stock required to elect the Nominees or otherwise solicit proxies from stockholders in support of the Nominees.

C.            The following is a written consent of each Nominee to be named as a Nominee and to serve as a director of the Company if elected:

Each of the Nominees has consented to be named as a Nominee in this Notice, to be named as a Nominee in any proxy statement filed by the Nominating Stockholder or an NB Beneficial Owner in connection with the solicitation of proxies from Company stockholders in connection with the Annual Meeting and to serve as a director of the Company if so elected (each, a “Consent” and collectively, the “Consents”). Such Consents are attached hereto as Exhibit A.

*          *          *

Please address any correspondence to Neuberger Berman LLC, Attention: Maxine Gerson, Secretary, telephone 212-476-5532, facsimile 646-537-3855 (with a copy to Benjamin Nahum at Neuberger Berman LLC, telephone 212-476-5532 and our counsel, Philip Richter at Fried, Frank, Harris, Shriver & Jacobson LLP, telephone (212) 859-8763-2333 or Warren de Wied at Fried, Frank, Harris, Shriver & Jacobson LLP, telephone (212) 859-8296). The giving of this Notice is not an admission that any purported procedures for notice concerning the nomination of directors to the Board and submission of business proposals are legal, valid or binding, and Neuberger Berman reserves the right to challenge their validity. If Ultratech contends this Notice is incomplete or is otherwise deficient in any respect, please notify Neuberger Berman LLC, Attention: Maxine Gerson, Secretary, telephone 212-476-5532, facsimile 646-537-3855, (with a copy to Benjamin Nahum, telephone 212-476-5532 and our counsel, Fried, Frank, Harris, Shriver & Jacobson LLP, One New York Plaza, New York, New York 10004, Attention: Philip Richter, telephone (212) 859-8763, or Warren de Wied, telephone (212) 859-8296) setting forth the facts that Ultratech contends support its position and specifying any additional information believed to be required. In the absence of such prompt notice, Neuberger Berman will assume that Ultratech agrees that this Notice complies in all respects with the requirements of the Bylaws. Neuberger Berman reserves the right to withdraw or modify this Notice at any time.

Very truly yours,

Neuberger Berman LLC

By:	/S/ M L Gersons
Name:	Maxine Gerson
Title:	Secretary

EXHIBIT A

Ronald Black, Ph.D.

April 19, 2016

Ultratech Inc.

3050 Zanker

Road

San Jose, California

95134 Att: Corporate

Secretary

Dear Madam or Sir:

You are hereby notified that the undersigned consents to (i) being named as a nominee in the notice provided by Neuberger Berman LLC("Neuberger Berman") of its intention to nominate the undersigned as a director of Ultratech, Inc. (the "Company") at the Company's 2016 annual meeting of stockholders (including any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof, the "Annual Meeting"), (ii) being named as a nominee in any proxy statement filed by Neuberger Berman in connection with the solicitation of proxies in connection with the Annual Meeting, and (iii) serving as a director of the Company if elected.

Very truly yours,

/s/ Ronald Black

Ronald Black, Ph.D.

Beatriz V. Infante

April 14, 2016

Ultratech Inc.

3050 Zanker Road

San Jose, California 95134

Att: Corporate Secretary

Dear Madam or Sir:

You are hereby notified that the undersigned consents to (i) being named as a nominee in the notice provided by  Neuberger Berman LLC ("Neuberger Berman") of its intention to nominate the undersigned as a director of Ultratech, Inc. (the "Company") at the Company’s 2016 annual meeting of stockholders (including any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof, the "Annual Meeting"), (ii) being named as a nominee in any proxy statement filed by Neuberger Berman in connection with the solicitation of proxies in connection with the Annual Meeting, and (iii) serving as a director of the Company if elected.

Very truly yours,

/s/ Beatriz V. Infante

Beatriz V. Infante

EX-2

Schedule II

Information with respect to transactions effected during the past sixty days or since the most recent filing on Schedule 13D (Unless noted otherwise, all transactions were effected on the New York Stock Exchange)

Neuberger Berman Investment Advisers LLC	Date	Units Purchased/Sold (-)	Average Price
	3/7/2016	-25	19.77
	3/8/2016	80	19.7186
	3/8/2016	4900	19.7422
	3/9/2016	-410	19.7103
	3/9/2016	65	19.6799
	3/10/2016	-800	20.0538
	3/15/2016	-100	20.8901
	3/16/2016	-390	21.1956
	3/16/2016	25	21.0899
	3/16/2016	5000	21.1189
	3/18/2016	-95	22.2401
	3/18/2016	3305	22.2455
	3/21/2016	-20	22.2201
	3/22/2016	4900	22.275
	3/23/2016	-350	21.4157
	3/23/2016	80	21.4399
	3/23/2016	4000	21.3862
	3/30/2016	-305	21.95
	4/15/2016	370	21.3082
	4/15/2016	100	21.33
	4/18/2016	100	21.63
	4/19/2016	-140	21.4709
	4/19/2016	80	21.63

Neuberger Berman LLC	Date	Units Purchased/Sold (-)	Average Price
	3/4/2016	-25	19.7101
	3/7/2016	-25	19.77
	3/8/2016	80	19.7186
	3/9/2016	65	19.6799
	3/15/2016	-100	20.8901
	3/16/2016	25	21.0899
	3/18/2016	-95	22.2401
	3/18/2016	3305	22.2455
	3/21/2016	-20	22.2201
	3/23/2016	80	21.4399
	3/30/2016	-305	21.95
	4/15/2016	170	21.3082
	4/15/2016	100	21.33
	4/18/2016	100	21.63
	4/19/2016	-140	21.4709
	4/19/2016	80	21.63