Ownership Submission
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Crawford Bruce A
   2. Issuer Name and Ticker or Trading Symbol
NANOMETRICS INC [NANO] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Operating Officer
(Last)
(First)
(Middle)
C/O NANOMETRICS, INC., 1550 BUCKEY DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
02/14/2014
(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 02/14/2014   S(1)   14,686 D $ 18.63 (2) 42,525 D  
Common Stock 02/17/2014   F   1,388 D $ 18.7 41,137 D  
Common Stock 02/18/2014   M(1)   1,667 A $ 1.17 42,804 D  
Common Stock 02/18/2014   M(1)   3,443 A $ 7.5 46,247 D  
Common Stock 02/18/2014   M(1)   12,500 A $ 13.08 58,747 D  
Common Stock 02/18/2014   M(1)   795 A $ 11.37 59,542 D  
Common Stock 02/18/2014   S(1)   26,278 D $ 18.52 (3) 33,264 D  
Common Stock 02/19/2014   M(1)   560 A $ 11.37 33,824 D  
Common Stock 02/19/2014   M(1)   3,333 A $ 15.85 37,157 D  
Common Stock 02/19/2014   S(1)   3,893 D $ 18.42 (4) 33,264 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
Non-Qualified Stock Option (Right to Buy) $ 1.17 02/18/2014   M(1)     1,667   (5) 02/25/2016 Common Stock 1,667 $ 0 0 D  
Non-Qualified Stock Option (Right to Buy) $ 7.5 02/18/2014   M(1)     3,443   (6) 09/03/2016 Common Stock 3,443 $ 0 0 D  
Non-Qualified Stock Option (Right to Buy) $ 13.08 02/18/2014   M(1)     12,500   (7) 11/17/2016 Common Stock 12,500 $ 0 0 D  
Non-Qualified Stock Option (Right to Buy) $ 11.37 02/18/2014   M(1)     795   (8) 11/15/2017 Common Stock 795 $ 0 16,810 D  
Non-Qualified Stock Option (Right to Buy) $ 11.37 02/19/2014   M(1)     560   (9) 11/15/2017 Common Stock 560 $ 0 16,250 D  
Non-Qualified Stock Option (Right to Buy) $ 15.85 02/19/2014   M(1)     3,333   (10) 03/12/2020 Common Stock 3,333 $ 0 16,667 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Crawford Bruce A
C/O NANOMETRICS, INC.
1550 BUCKEY DRIVE
MILPITAS, CA 95035		       Chief Operating Officer  

Signatures

 /s/ Ronald W. Kisling, Attorney-in-Fact   02/19/2014
**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) Transaction pursuant to Rule 10b5-1 Plan adopted December 13, 2013.
(2) Represents weighted average sales price. The shares were sold at prices ranging from $18.45 to $18.84. The Reporting Person will provide upon request, to the SEC, the Issuer or any security holder of the Issuer, full information regarding the number of shares sold at each separate price.
(3) Represents weighted average sales price. The shares were sold at prices ranging from $18.40 to $18.70. The Reporting Person will provide upon request, to the SEC, the Issuer or any security holder of the Issuer, full information regarding the number of shares sold at each separate price.
(4) Represents weighted average sales price. The shares were sold at prices ranging from $18.28 to $18.58. The Reporting Person will provide upon request, to the SEC, the Issuer or any security holder of the Issuer, full information regarding the number of shares sold at each separate price.
(5) One thirty-sixth (1/36th) of the shares shall vest and become exercisable in equal monthly installments starting on the monthly anniversary of the date of grant (February 25, 2009).
(6) One third (1/3rd) of the shares are fully vested on the date of grant, with the remaining shares vesting (starting on the one year anniversary of the date of grant) at a rate of one twenty-fourth (1/24th) per month until fully vested on September 3, 2012.
(7) One thirty-sixth (1/36th) of the shares shall vest and become exercisable in equal monthly installments starting on the monthly anniversary of the date of grant (November 17, 2009).
(8) One forty-eighth (1/48th) of the shares shall vest and become exercisable in equal monthly installments starting on the monthly anniversary of the date of grant (November 16, 2010).
(9) One forty-eighth (1/48th) of the shares shall vest and become exercisable in equal monthly installments starting on the monthly anniversary of the date of grant (November 16, 2010).
(10) One forty-eighth (1/48th) of the shares shall vest and become exercisable in equal monthly installments starting on the monthly anniversary of the date of grant (March 12, 2013).

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