Mattson Technology (MTSN) Form 4 MATTSON TECHNOLOGY / FUSEN ERNIE CHEN 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^*

CHEN FUSEN ERNIE

(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
X	Officer (give title below)	Other (specify below)
President and CEO

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
Common Stock	05/11/2016		G(1)		70,000	D	$0	226,062	D
Common Stock	05/11/2016		D(2)		226,062	D	$3.8	0	D
Restricted Stock Units (right to acquire)	05/11/2016		D(3)		219,375	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)	$1.37	05/11/2016		D(4)			126,560	02/19/2014	02/19/2020	Common Stock	126,560	$3.8	458,440	D
Non-Qualified Stock Option (right to buy)	$1.37	05/11/2016		D(5)			13,839	05/19/2013	02/19/2020	Common Stock	13,839	$3.8	444,601	D
Non-Qualified Stock Option (right to buy)	$2.49	05/11/2016		D(4)			52,083	04/20/2014	03/20/2021	Common Stock	52,083	$3.8	392,518	D
Non-Qualified Stock Option (right to buy)	$2.49	05/11/2016		D(5)			16,667	05/20/2016	03/20/2021	Common Stock	16,667	$3.8	375,851	D
Non-Qualified Stock Option (right to buy)	$3.29	05/11/2016		D(4)			34,374	02/16/2015	01/15/2022	Common Stock	34,374	$3.8	341,477	D
Non-Qualified Stock Option (right to buy)	$3.29	05/11/2016		D(5)			42,703	05/15/2016	01/15/2022	Common Stock	42,703	$3.8	298,774	D
Incentive Stock Option (right to buy)	$1.37	05/11/2016		D(4)			170,314	02/19/2014	02/19/2020	Common Stock	170,314	$3.8	128,460	D
Incentive Stock Option (right to buy)	$1.37	05/11/2016		D(5)			64,287	05/19/2016	02/19/2020	Common Stock	64,287	$3.8	64,173	D
Incentive Stock Option (right to buy)	$2.49	05/11/2016		D(5)			31,250	05/20/2016	03/20/2021	Common Stock	31,250	$3.8	32,923	D
Incentive Stock Option (right to buy)	$3.29	05/11/2016		D(5)			32,923	05/15/2016	01/15/2022	Common Stock	32,923	$3.8	0	D

Explanation of Responses:

1. On April 29, 2016, Mr. Chen made a bona fide gift of common stock.

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 restricted stock unit was converted into the right to receive cash equal to $3.80, subject to the same vesting terms and conditions as the original restricted stock unit grant.

4. 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.

5. Pursuant to the Merger Agreement, each option to purchase common stock was converted into the right to receive cash equal to $3.80 less the per share exercise price, subject to the same vesting terms and conditions as the original option grant.

Remarks:

	Tyler Purvis For: Dr. Fusen E. Chen	05/11/2016
	** Signature of Reporting Person	Date
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