Scott Steuben Kramer Form 4 MATTSON TECHNOLOGY / SCOTT STEUBEN KRAMER 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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X

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^*

KRAMER SCOTT STEUBEN

(Last) (First) (Middle)

47131 BAYSIDE PARKWAY

(Street)

FREMONT CA 94538

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MATTSON TECHNOLOGY INC [ MTSN ]

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)
05/11/2016

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
Restricted Stock Units (right to acquire)	05/11/2016		D(1)		24,875	D	$3.8	8,125	D
Common Stock	05/11/2016		D(2)		8,125	D	$3.8	0	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
Non-Qualified Stock Option (right to buy)	$2.12	05/11/2016		D(3)			12,500	05/28/2015	05/28/2021	Common Stock	12,500	$3.8	66,000	D
Non-Qualified Stock Option (right to buy)	$2.14	05/11/2016		D(3)			18,000	07/29/2014	07/29/2020	Common Stock	18,000	$3.8	48,000	D
Non-Qualified Stock Option (right to buy)	$0.88	05/11/2016		D(3)			18,000	07/31/2013	07/31/2019	Common Stock	18,000	$3.8	30,000	D
Non-Qualified Stock Option (right to buy)	$1.34	05/11/2016		D(3)			30,000	10/28/2012	10/28/2018	Common Stock	30,000	$3.8	0	D

Explanation of Responses:

1. Pursuant to the Merger Agreement, each restricted stock unit was converted into the right to receive cash, without interest, equal to $3.80.

2. Pursuant to the Agreement and Plan of Merger providing for the merger of Dragon Acquisition Sub, Inc., an indirect subsidiary of Beijing E-town Dragon Semiconductor Industry Investment Center (Limited Partnership), with and into Mattson Technology, Inc., each share of Mattson's common stock will be cancelled and converted into the right to receive $3.80 in cash, without interest.

3. Pursuant to the Merger Agreement, each option to purchase common stock was converted into the right to receive cash, without interest, equal to $3.80, less the per share exercise price.

Remarks:

	By: Tyler Purvis For: Scott Steuben Kramer	05/11/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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