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^*

Rhine Bruce C

(Last)

(First)

(Middle)

1550 BUCKEYE DRIVE

(Street)

MILPITAS

95035

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NANOMETRICS INC [ NANO ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Strategy Officer & Dir

3. Date of Earliest Transaction (Month/Day/Year)
07/21/2006

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	07/21/2006		A		15,836	A	⁽¹⁾	15,836	D
Common Stock	07/21/2006		A		934,683	A	⁽¹⁾	950,519	I	See footnote⁽²⁾
Common Stock	07/21/2006		A		406,200	A	⁽¹⁾	1,356,719	I	See footnote⁽³⁾

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)
Non-Qualified Stock Option (right to buy)	$15.98	07/21/2006		A		84,942		⁽⁴⁾	01/25/2016	Common Stock	84,942	⁽⁵⁾	84,942	D

Explanation of Responses:

1. Shares received in exchange for shares of Series A Preferred Stock and Common Stock of Accent Optical Technologies, Inc., a privately held corporation ("Accent"), held by the Reporting Person in connection with the merger of Alloy Merger Corporation, a wholly owned subsidiary of Nanometrics Incorporated ("Nanometrics"), with and into Accent. Accent will continue as the surviving corporation as a wholly owned subsidiary of Nanometrics. Stockholders of Accent, including the Reporting Person, received their pro rata share of approximately 4,900,000 shares of Nanometrics common stock. On July 21, 2006, the effective date of the merger, the closing price of Nanometrics common stock was $8.80 per share.

2. Shares held directly by the Bruce Charles Rhine and Martha Hawn Rhine Family Trust.

3. Shares held directly by the Rhine 2000 Children's Trust (the "Children's Trust"). David Johnson is the Trustee of the Children's Trust and has sole voting and investment power over the shares held by the Children's Trust. The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

4. The option was originally granted under the Accent Optical Technologies, Inc. Stock Incentive Plan and was assumed by Nanometrics in the merger and replaced with an option to purchase 84,492 shares of Nanometrics common stock at $15.98 per share. Shares vest and become exercisable in three equal annual installments beginning on January 25, 2007.

5. Not applicable.

	/s/ Quentin Wright, attorney-in-fact	07/25/2006
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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