UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _6_)
Ultra Clean Holdings, Inc.
_____________________________________________
(Name of Issuer)
Common Stock, Par Value $.001
_______________________________________________
(Title of Class of Securities)
90385V107
_________________________________________________
(CUSIP Number)
with a copy to:
Austin W. Marxe Allen B. Levithan, Esq.
527 Madison Avenue, Suite 2600 Lowenstein Sandler PC
New York, New York 10022 65 Livingston Avenue
Roseland, New Jersey 07068
(973) 597-2406
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 2014
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
____ Rule 13d-1(b)
_x__ Rule 13d-1(c)
____ Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed
to be ?filed? for the purpose of Section 18 of the Securities Exchange Act
of
1934 (?Act?) or otherwise subject to the liabilities of that section of the
Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Cusip No. 90385V107 13G Page 2 of 6 Pages
1.Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only):
Austin W. Marxe, David M. Greenhouse and Adam C. Stettner
2. Check the Appropriate Box if a Member of a Group (See Instructions):
(a) [ ] Not Applicable
(b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions): 00
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e):
Not Applicable
6. Citizenship or Place of Organization: United States
Number of 7. Sole Voting Power: 0
Shares Beneficially 8. Shared Voting Power: 0*
Owned by
Each Reporting 9. Sole Dispositive Power: 0
Person With 10. Shared Dispositive Power: 0*____
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
0.0*
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions): Not Applicable
13. Percent of Class Represented by Amount in Row (11): 0.0%*
14. Type of Reporting Person (See Instructions): IA, IN
* This is a joint filing by Austin W. Marxe (?Marxe?), David M. Greenhouse
(?Greenhouse?) and Adam C. Stettner (?Stettner?). Special Situations Cayman
Fund, L.P. (?CAYMAN?) and Special Situations Fund III QP, L.P. (?SSFQP? and
together with CAYMAN, the ?Funds?) hold shares of common stock of the Issuer.
AWM Investment Company, Inc. (?AWM?), the investment adviser to the Funds,
holds the power to vote and the power to dispose of the Shares held by each
of the Funds. While the Shares held by each of the Funds were previously
reported by Marxe, Greenhouse and Stettner, owners of AWM, on Schedule 13G,
reference should be made to AWM (CIK #0001535264) for any future filings with
the Securities and Exchange Commission relating to the Shares held by each of
the Funds. See Items 2 and 4 of this Schedule for additional information.
Page 3 of 6 Pages
Item 1. Security and Issuer:
(a) Ultra Clean Holdings, Inc.
(b) 26462 Corporate Avenue, Hayward, California 94545
Item 2. (a) Name of Person Filing:
The persons filing this report are Austin W. Marxe (?Marxe?),
David M. Greenhouse (?Greenhouse?) and Adam C. Stettner (?Stettner?), who are
members of (i) SSCayman, LLC, a Delaware limited liability company, the
general partner of Special Situations Cayman Fund, L.P., a Cayman Islands
Limited Partnership (?CAYMAN?) and (ii) MGP Advisers Limited Partnership, a
Delaware limited partnership, the general partner of Special Situations Fund
III QP, L.P., a Delaware limited partnership (?SSFQP? and together with
CAYMAN, the ?Funds?). Marxe, Greenhouse and Stettner are also controlling
principals of AWM Investment Company, Inc., a Delaware corporation (?AWM?),
and the investment adviser to the Funds. The principal business of each Fund
is to invest in equity and equity-related securities and other securities of
any kind or nature.
(b) Address of Principal Business Office or, if none, Residence:
The principal business address for Marxe, Greenhouse and Stettner
is 527 Madison Avenue, Suite 2600, New York, NY 10022.
(c) Citizenship:
Austin W. Marxe, David M. Greenhouse Adam C. Stettner
are United States citizens.
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 90385V107.
Item 3. If this statement is filed pursuant to $240.13d-1(b) or 240.13d-
2(b), check whether
the person filing is a: Not Applicable
(a) ( ) Broker or Dealer registered under section 15 of the Act;
(b) ( ) Bank as defined in section 3(a) (6) of the Act;
(c) ( ) Insurance Company as defined in section 3(a) (19) of the Act;
(d) ( ) Investment Company registered under section 8 of the Investment
Company Act of 1940;
(e) ( ) An Investment Adviser in accordance with $240.13d
-1(b)(I)(ii)(E);
(f) ( ) An employee benefit plan or endowment fund in accordance with
$240.13d-1(b)(I)(ii)(F);
Page 4 of 6 Pages
(g) ( ) A parent holding company or control person in accordance with
$240.13d-
1(b)(1)(ii)(G);
(h) ( ) A savings association as defined in Section 3(b) of the Federal
Deposit Insurance
Act;
(i) ( ) A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940;
(j) ( ) Group, in accordance with $240.13d-1(b)(1)(ii)(J).
Item 4. Ownership:
(a) Amount Beneficially Owned: 0*
(b) Percent of Class: 0*
(c) Number of Shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0*
(ii) Shared power to vote or to direct the vote: 0.0*
(iii) Sole power to dispose or to direct the disposition of: 0*
(iv) Shared power to dispose or to direct the disposition of:
0.0*
* This is a joint filing by Austin W. Marxe (?Marxe?), David M. Greenhouse
(?Greenhouse?) and Adam C. Stettner (?Stettner?). Special Situations Cayman
Fund, L.P. (?CAYMAN?) and Special Situations Fund III QP, L.P. (?SSFQP? and
together with CAYMAN, the ?Funds?) hold shares of common stock of the Issuer.
AWM Investment Company, Inc. (?AWM?), the investment adviser to the Funds,
holds the power to vote and the power to dispose of the Shares held by each
of the Funds. While the Shares held by each of the Funds were previously
reported by Marxe, Greenhouse and Stettner, owners of AWM, on Schedule 13G,
reference should be made to AWM (CIK #0001535264) for any future filings with
the Securities and Exchange Commission relating to the Shares held by each of
the Funds.
Item 5. Ownership of Five Percent or Less of a Class: If this statement is
being filed to report the fact that as of the date hereof the reporting
person has ceased to be the beneficial owner of more that five percent of the
class of securities, check the following _X_.
Item 6.Ownership of More than Five Percent on Behalf of Another Person: Not
Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security being Reported on By the Parent Holding Company: Not
Applicable.
Item 8. Identification and Classification of Members of the Group: Not
applicable
Item 9. Notices of Dissolution of Group: Not applicable.
Page 5 of 6 Pages
Item 10.Certification:
By signing below I certify that, to the best of my knowledge and
belief, the securities
referred to above were acquired and are held in the ordinary course of
business and were not
acquired and are not held for the purpose of or with the effect of changing
or influencing the
control of the issuer of the securities and were not acquired and are not
held in connection with
or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Dated: January 20, 2015
/s/ Austin W. Marxe
AUSTIN W. MARXE
/s/David M Greenhouse
DAVID M. GREENHOUSE
/s/Adam C. Stettner
ADAM C. STETTNER
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
Page 6 of 6 Pages
JOINT FILING AGREEMENT
Austin W. Marxe, David M. Greenhouse and Adam C. Stettner hereby agree that
the Schedule 13G, and any amendments thereto, to which this agreement is
attached is filed on behalf of each of them.
/s/_Austin W. Marxe
Austin W. Marxe
/s/_David M. Greenhouse
David M. Greenhouse
/s/ Adam C. Stettner
Adam C. Stettner
-2-
S5313/1
1319328.02