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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * Stultz Timothy J   2. Issuer Name and Ticker or Trading Symbol NANOMETRICS INC [NANO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O NANOMETRICS, INC., 1550 BUCKEYE DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 11/27/2017 (Street) MILPITAS, CA 95035 4. If Amendment, Date 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 (City) (State) (Zip) 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 11/27/2017   M   15,000 (1) A $ 0 295,651 D   Common Stock 11/27/2017   M   17,666 (2) A $ 0 313,317 D   Common Stock 11/27/2017   A   2,075 (3) A $ 0 315,392 D

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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 Underlying Securities (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

Performance Stock Units

(4)

11/27/2017

M

22,500

(4)

02/22/2019

Common Stock

22,500

$ 0

22,500

D

Performance Stock Units

(5)

11/27/2017

M

26,500

(5)

02/08/2020

Common Stock

26,500

$ 0

13,250

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Stultz Timothy J C/O NANOMETRICS, INC. 1550 BUCKEYE DRIVE MILPITAS, CA 95035	X

Signatures

/s/ Janet Taylor, Attorney-in-Fact		11/28/2017
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Shares are represented by restricted stock units into which performance stock units converted. Each restricted stock unit represents a contingent right to receive one share of NANO common stock. The restricted stock units vest on February 22, 2019.
(2)	Shares are represented by restricted stock units into which performance stock units converted. Each restricted stock unit represents a contingent right to receive one share of NANO common stock. The restricted stock units vest 50% on February 8, 2019 and 50% on February 8, 2020.
(3)	Shares are represented by restricted stock units. Each restricted stock unit represents a contingent right to receive one share of NANO common stock. The restricted stock units vest the sooner of May 23, 2018 or the next annual shareholder's meeting.
(4)	Shares are represented by performance stock units, each of which represents a contingent right to receive one share of NANO common stock. Of these performance stock units, performance stock units covering 22,500 shares converted into restricted stock units to acquire 15,000 shares, which will vest as set forth in note (1) above, and are reflected on Table I. The remaining performance stock units covering 22,500 shares will vest on February 22, 2018, provided that certain price performance targets are met. 2/3rds will vest if target price performance is met, and 100% will vest if maximum price performance is met.
(5)	Shares are represented by performance stock units, each of which represents a contingent right to receive one share of NANO common stock. Of these performance stock units, performance stock units covering 26,500 shares converted into restricted stock units to acquire 17,666 shares, which will vest as set forth in note (2) above, and are reflected on Table I. The remaining performance stock units covering 13,250 shares will vest on February 8, 2018, provided that certain price performance targets are met. 2/3rds will vest if target price performance is met, and 100% will vest if maximum price performance is met.

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