SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549


FORM 8-K
 
CURRENT REPORT
Pursuant To Section 13 Or 15(d) of
The Securities Exchange Act of 1934
 
 
Date of report (Date of earliest event reported):  November 26, 2007
 
ULTRA CLEAN HOLDINGS, INC.
(Exact Name of Registrant
as Specified in Charter)
 
 
Delaware
  
(State or Other Jurisdiction of Incorporation)
 
000-50646
  
61-1430858
(Commission File Number)
  
(IRS Employer Identification No.)
 
150 INDEPENDENCE DRIVE,
MENLO PARK, CA
  
94025
(Address of Principal Executive Offices)
  
(Zip Code)
 
     
Registrant’s telephone number, including area code:  (650) 323-4100
 
N/A
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
Item 8.01. Other Events.

On November 26, 2007, Leonard Mezhvinsky, President of Ultra Clean Holdings, Inc. (the “Company”) amended his Rule 10b5−1 trading plan (the “Plan” ) with a broker to sell up to an additional 400,000 shares of common stock of the Company that are owned or will be acquired on the exercise of his employee stock options. Mr. Mezhvinsky entered into the Plan as part of his personal long-term investment strategy for asset diversification and liquidity and will have no further control over the timing of the sales of common stock under his Plan.
 
The Plan is intended to comply with Rule 10b5−1 of the Securities Exchange Act of 1934, as amended, and the Company’s insider trading policy. Rule 10b5−1 allows corporate insiders to establish pre-arranged written stock trading plans at a time when the insider is not aware of material, non-public information. Subsequent receipt by the insider of material, non-public information will not prevent pre-arranged transactions under the Rule 10b5−1 plan from being executed.
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
   
ULTRA CLEAN HOLDINGS, INC.
  
           
           
Date: 
 November 27, 2007
  
By: 
 /s/ Jack Sexton
  
       
Name: 
Jack Sexton
  
       
Title:
Vice President and Chief Financial Officer