FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

DODSON J MICHAEL
2. Issuer Name and Ticker or Trading Symbol

MATTSON TECHNOLOGY INC [ MTSN ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
COO and CFO
(Last)          (First)          (Middle)

47131 BAYSIDE PARKWAY
3. Date of Earliest Transaction (MM/DD/YYYY)

1/15/2015
(Street)

FREMONT, CA 94538
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Incentive Stock Option (right to buy)   $3.29   1/15/2015     A      34933   (1)      2/15/2015   1/15/2022   Common Stock   34933.0   $0   625000   D    
Non-Qualified Stock Option (right to buy)   $3.29   1/15/2015     A      20067   (1)      2/15/2015   1/15/2022   Common Stock   20067.0   $0   590067   D    
Restricted Stock Units (right to acquire)   $0.0   1/15/2015     A      55000   (2)      2/20/2015   1/15/2022   Common Stock   55000.0   $0   95625   D    

Explanation of Responses:
( 1)  This option was issued pursuant to the 2012 Equity Incentive Plan. This option will vest in 48 equal monthly installments, beginning with the first monthly anniversary from the option grant date, so long as the optionee remains an employee of the Company.
( 2)  This award was issued pursuant to the 2012 Equity Incentive Plan. This award is scheduled to vest in 16 quarterly installments, beginning with the first 1/16th of the award vesting on the 20th day of the second month of the quarter from the award grant date, and quarterly thereafter, so long as the awardee remains an employee of the Company.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
DODSON J MICHAEL
47131 BAYSIDE PARKWAY
FREMONT, CA 94538


COO and CFO

Signatures
Tyler Purvis For: J Michael Dodson 1/16/2015
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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