Nierenberg Investment Management Form 4 ELECTRO SCIENTIFIC INDUSTRIES / David Nierenberg ownership change

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^*

Nierenberg Investment Management Company, Inc.

(Last) (First) (Middle)

19605 NE 8TH ST

(Street)

CAMAS WA 98607

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ELECTRO SCIENTIFIC INDUSTRIES INC [ ESIO ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/14/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	05/14/2015		A		12,000(2)	A(2)	$0	571,683(1)	I	By The D3 Family Fund, LP
Common Stock								2,048,494(1)	I	By The D3 Family Bulldog Fund, LP
Common Stock								152,903(1)	I	By The DIII Offshore Fund, LP

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

1. Name and Address of Reporting Person^*

Nierenberg Investment Management Company, Inc.

(Last) (First) (Middle)

19605 NE 8TH ST

(Street)

CAMAS WA 98607

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

D3 Family Fund, LP

(Last) (First) (Middle)

19605 NE 8TH STREET

(Street)

CAMAS WA 98607

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Nierenberg David

(Last) (First) (Middle)

19605 N E 8TH STREET

(Street)

CAMAS WA 98607

(City) (State) (Zip)

Explanation of Responses:

1. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of the Reporting Persons' pecuniary interest therein.

2. Mr. Nierenberg has been granted 12,000 restricted stock units that vest 100% on August 18,2016 based on continued service as a Director. The Reporting Persons take the position that those units, and the shares issuable upon their vesting, are beneficially owned by the Reporting Persons as reported above.

Remarks:

	David Nierenberg, President, Nierenberg Investment Management Company, Inc. (NIMCO)	05/18/2015
	David Nierenberg, President, NIMCO, General Partner of The D3 Family Fund, LP	05/18/2015
	David Nierenberg	05/18/2015
	** 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).
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