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 *
GRANGER CLARENCE L
  2. Issuer Name and Ticker or Trading Symbol
Ultra Clean Holdings, Inc. [UCTT]
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)
ULTRA CLEAN HOLDINGS, INC., 26462 CORPORATE AVE
3. Date of Earliest Transaction (Month/Day/Year)
02/20/2015
(Street)

HAYWARD, CA 94545
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 02/20/2015   M   22,792 A $ 6.55 247,803 (1) D  
Common Stock 02/20/2015   S   22,792 D $ 8.5197 (2) 225,011 D  
Common Stock 02/23/2015   M   12,600 A $ 6.55 237,611 D  
Common Stock 02/23/2015   S   12,600 D $ 8.2922 (3) 225,011 D  
Common Stock 02/24/2015   M   48,280 A $ 6.55 273,291 D  
Common Stock 02/24/2015   S   48,280 D $ 8.3103 (4) 225,011 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
Non-Qualified Stock Option (right to buy) $ 6.55 02/20/2015   M     22,792 05/09/2006(5) 05/09/2015 Common Stock 22,792 $ 0 311,365 D  
Non-Qualified Stock Option (right to buy) $ 6.55 02/23/2015   M     12,600 05/09/2006(5) 05/09/2015 Common Stock 12,600 $ 0 298,765 D  
Non-Qualified Stock Option (right to buy) $ 6.55 02/24/2015   M     48,280 05/09/2006(5) 05/09/2015 Common Stock 48,280 $ 0 250,485 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
GRANGER CLARENCE L
ULTRA CLEAN HOLDINGS, INC.
26462 CORPORATE AVE
HAYWARD, CA 94545
  X      

Signatures

 /s/ Angie Sandoval, as attorney-in-fact for Clarence L. Granger   02/24/2015
**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) This total has been adjusted to reflect 109,217 shares that were forfeited when Mr. Granger retired as the Company's Chief Executive Officer effective as of January 19, 2015 from a total of three (3) restricted stock unit awards and one (1) performance restricted stock unit award. Mr. Granger remains as the Company's non-executive Chairman of the Board of Directors.
(2) This is the weighted average sale price. Shares were sold in multiple transactions at prices from $8.50 to $8.66. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (2) to this Form 4.
(3) This is the weighted average sale price. Shares were sold in multiple transactions at prices from $8.27 to $8.40. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (3) to this Form 4.
(4) This is the weighted average sale price. Shares were sold in multiple transactions at prices from $8.20 to $8.42. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (4) to this Form 4.
(5) The option becomes exercisable over 4 years from the date of grant (5/9/2005), with 25% becoming exercisable after the first year and monthly thereafter.

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