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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* ZAFIROPOULO ARTHUR W (Last) (First) (Middle) 3050 ZANKER ROAD (Street) SAN JOSE CA 95134 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ULTRATECH INC [ UTEK ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) Chairman of the Board and CEO
	3. Date of Earliest Transaction (Month/Day/Year) 01/31/2011
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	01/31/2011		A		37,500	A	$0	938,881	D
Common Stock	01/31/2011		F		2,113(2)	D	$22.53	936,768	D
Common Stock	01/31/2011		F		2,113(3)	D	$22.53	934,655	D
Common Stock	01/31/2011		F		26,422(4)	D	$22.53	908,233	D
Common Stock	01/31/2011		F		2,113(5)	D	$22.53	906,120	D
Common Stock	01/31/2011		F		2,113(6)	D	$22.53	904,007	D
Common Stock	02/01/2011		S(7)		30,000	D	$23.1308(8)	874,007(9)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents restricted stock units (RSUs) awarded under the Issuer's 1993 Stock Option/Stock Issuance Plan. Each RSU will entitle the Reporting Person to one share of the Issuer's common stock upon the designated issuance date following the vesting of that RSU. The RSUs will vest in a series of fifty successive equal monthly installments upon the Reporting Person's completion of each month of service with the Issuer over the fifty-month period measured from January 1, 2011. The shares underlying the RSUs that vest each year will be issued on January 31 of the following year (or in March 2015 for the two monthly installments that vest in that year) or, if earlier, upon the Reporting Person's seperation from service. The RSUs will vest in full on an accelerated basis, and the underlying shares of the Issuer's common stock will become immediately issuable, upon certain changes in ownership or upon the Reporting Person's termination of service with the Issuer under certain circumstances.

2. Represents shares of the Issuer's common stock withheld in satisfaction of the applicable withholding taxes from the 6,000 shares of the Issuer's common stock that became issuable to the Reporting Person on January 31, 2011, pursuant to a restricted stock unit award granted February 8, 2010.

3. Represents shares of the Issuer's common stock withheld in satisfaction of the applicable withholding taxes from the 6,000 shares of the Issuer's common stock that became issuable to the Reporting Person on January 31, 2011, pursuant to a restricted stock unit award granted April 26, 2010.

4. Represents shares of the Issuer's common stock withheld in satisfaction of the applicable withholding taxes from the 75,000 shares of the Issuer's common stock that became issuable to the Reporting Person on January 31, 2011 under his previously reported restricted stock unit award.

5. Represents shares of the Issuer's common stock withheld in satisfaction of the applicable withholding taxes from the 6,000 shares of the Issuer's common stock that became issuable to the Reporting Person on January 31, 2011, pursuant to a restricted stock unit award granted July 26, 2010.

6. Represents shares of the Issuer's common stock withheld in satisfaction of the applicable withholding taxes from the 6,000 shares of the Issuer's common stock that became issuable to the Reporting Person on January 31, 2011, pursuant to a restricted stock unit award granted October 26, 2010.

7. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person in June 2009.

8. Represents the weighted average sale price per share. The actual sale prices ranged from a low of $22.58 to a high of $23.55 per share. The Reporting Person will provide upon request by the Securities and Exchange Commission, the Issuer or any security holder of the Issuer full information regarding the number of shares sold at each separate price.

9. Includes (i) 100,000 shares subject to RSUs which will vest in three successive equal annual installments upon the completion of each year of service over the three-year period measured from January 1, 2009, and the underlying shares will be issued on January 31, 2012, (ii) 76,000 shares subject to RSUs which will vest in a series of fifty successive equal monthly installments upon the completion of each month of service over the fifty-month period measured from January 1, 2010 and the underlying shares will be issued on January 31 of the year following the year they vest (or in March 2014 for the two monthly installments that vest in that year), and (iii) 37,500 shares subject to the reported RSU award.

	By: Cathy Lewis For: pursuant to a power of attorney	02/02/2011
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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