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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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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