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 *
WRIGHT MICHAEL WILLIAM
  2. Issuer Name and Ticker or Trading Symbol
AUGUST TECHNOLOGY CORP [AUGT]
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)
3500 LYMAN BLVD.
3. Date of Earliest Transaction (Month/Day/Year)
02/15/2006
(Street)

CHASKA, MN 55318
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 02/15/2006   D   22,888 D (1) 0 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
Stock Option (right to buy) $ 9.27 02/15/2006   D     7,000   (2) 03/10/2007 Common Stock 7,000 (2) 0 D  
Stock Option (right to buy) $ 13.375 02/15/2006   D     7,500   (3) 01/05/2008 Common Stock 7,500 (3) 0 D  
Stock Option (right to buy) $ 10 02/15/2006   D     7,500   (4) 01/08/2009 Common Stock 7,500 (4) 0 D  
Stock Option (right to buy) $ 14.24 02/15/2006   D     211   (5) 04/05/2009 Common Stock 211 (5) 0 D  
Stock Option (right to buy) $ 22.65 02/15/2006   D     5,927   (6) 01/08/2011 Common Stock 5,927 (6) 0 D  
Stock Option (right to buy) $ 11.29 02/15/2006   D     6,500   (7) 01/07/2013 Common Stock 6,500 (7) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
WRIGHT MICHAEL WILLIAM
3500 LYMAN BLVD.
CHASKA, MN 55318
  X      

Signatures

 /s/ Robert K. Ranum as Agent for Michael W. Wright pursuant to Power of Attorney previously filed.   02/16/2006
**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) The shares were disposed of pursuant to a merger agreement by and among the Issuer, Rudolph Technologies, Inc. ("Rudolph") and NS Merger Sub, Inc., a wholly-owned subsidiary of Rudolph (the "Merger"), in exchange for (i) up to 17,452 shares of Rudolph common stock have a market value of $17.92 per share on the effective date of the Merger, representing 0.7625 shares of Rudolph common stock per share of the Issuer's stock, or (ii) a cash payment of up to $240,324, representing $10.50 per share of the Issuer's stock, or (iii) a combination of shares and cash in amounts determined according to the election of the reporting person, if any, and the proration and allocation procedures set forth in the merger agreement; the determination of the allocation of shares and cash will be made on or about February 22, 2006.
(2) The option, which was fully vested, was assumed by Rudolph in the Merger and replaced with an option to purchase 5,337 shares of Rudolph common stock for $12.16 per share.
(3) The option, which was fully vested, was assumed by Rudolph in the Merger and replaced with an option to purchase 5,718 shares of Rudolph common stock for $17.55 per share.
(4) The option, which was fully vested, was assumed by Rudolph in the Merger and replaced with an option to purchase 5,718 shares of Rudolph common stock for $13.12 per share.
(5) The option, which was fully vested, was assumed by Rudolph in the Merger and replaced with an option to purchase 160 shares of Rudolph common stock for $18.68 per share.
(6) The option, which was fully vested, was assumed by Rudolph in the Merger and replaced with an option to purchase 4,519 shares of Rudolph common stock for $29.71 per share.
(7) The option, which was fully vested, was assumed by Rudolph in the Merger and replaced with an option to purchase 4,956 shares of Rudolph common stock for $14.81 per share.

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