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 * Maheshwari Shubham   2. Issuer Name and Ticker or Trading Symbol VEECO INSTRUMENTS INC [VECO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP & CFO (Last) (First) (Middle) C/O VEECO INSTRUMENTS INC., TERMINAL DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 12/14/2016 (Street) PLAINVIEW, NY 11803 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 12/15/2016   S   2,250 (1) D $ 30 36,300 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

Restricted Stock Unit

$ 0

12/14/2016

A

2,624 (2)

(2)

(2)

Common Stock

2,624 (2)

$ 0

2,624 (2)

D

Restricted Stock Unit

$ 0

12/14/2016

A

2,521 (3)

(3)

(3)

Common Stock

2,521 (3)

$ 0

2,521 (3)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Maheshwari Shubham C/O VEECO INSTRUMENTS INC. TERMINAL DRIVE PLAINVIEW, NY 11803			EVP & CFO

Signatures

Gregory A. Robbins, Attorney-in-fact		12/16/2016
**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)	Represents securities sold pursuant to a 10b5-1 sales plan adopted by the reporting person.
(2)	Reflects performance-based restricted stock units (PRSUs) granted under the Veeco 2010 Stock Incentive Plan. Each PRSU represents the contingent right to receive one share of Veeco common stock, assuming achievement of the performance criteria by the date corresponding to 100% performance achievement (the "target date"), as specified in the award agreement. If the criteria are achieved prior to the target date, then up to 150% of the shares covered by the award may be earned. If the criteria are achieved after the target date, but still within the designated period, then fewer than 100% of the shares may be earned. If the criteria are not achieved by the specified deadline, then the award will be forfeited. Vested shares will be delivered to the reporting person on the date(s) provided in the award agreement, subject to the reporting person's continued service over the later of: (i) three years from the grant date or, (ii) the date on which the target is achieved.
(3)	Reflects restricted stock units (RSUs) granted under the Veeco 2010 Stock Incentive Plan. Each RSU represents the right to receive one share of Veeco common stock, subject to certain restrictions. These restrictions will lapse with respect to 1/4 of such shares on each of the first, second, third and fourth anniversaries of the date of grant, subject to the reporting person's continued service through such date.

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