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Form SC 13D/A ELECTRO SCIENTIFIC INDUS Filed by: Nierenberg Investment Management Company, Inc.

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January 30, 2015 4:21 PM EST

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.��20549


SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 16)


ELECTRO SCIENTIFIC INDUSTRIES INC. (ESIO)
(Name of Issuer)


Common Stock
(Title of Class of Securities)
285229100
(CUSIP Number)

David Nierenberg
The D3 Family Funds
19605 NE 8th Street
Camas, WA��98607
(360) 604-8600

With a copy to:

Christopher P. Davis
Kleinberg, Kaplan, Wolff & Cohen, P.C.
551 Fifth Avenue
New York, NY 10176
(212) 986-6000

______________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

January 30, 2015
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule�13G to report the acquisition that is the subject of this Schedule�13D and is filing this schedule because of ���240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [��]�.


�
�
�
�


1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
�
The D3 Family Fund, L.P.
�
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)��������[X]
(b)��������[��]
�
3
SEC USE ONLY
�
�
4
SOURCE OF FUNDS (See Instructions)
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [���]
�
�
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
NUMBER OF SHARES
BENEFICIALLY
7
SOLE VOTING POWER
0
OWNED BY
EACH
REPORTING
8
SHARED VOTING POWER
559,683 common shares (1.9%)
�
PERSON
WITH
�
9
SOLE DISPOSITIVE POWER
0
�
10
SHARED DISPOSITIVE POWER
559,683
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 559,683; for all reporting persons as a group, 2,761,080 shares (9.1%)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)����������[���]
�
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
For the reporting person listed on this page, 1.9%; for all reporting persons as a group 9.1%
14
TYPE OF REPORTING PERSON (See Instructions)
PN


�
�
�



1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
�
The D3 Family Bulldog Fund, L.P.
�
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)��������[X]
(b)��������[��]
�
3
SEC USE ONLY
�
��
4
SOURCE OF FUNDS (See Instructions)
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [���]
�
�
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
NUMBER OF SHARES
BENEFICIALLY
7
SOLE VOTING POWER
0
OWNED BY
EACH
REPORTING
8
SHARED VOTING POWER
2,048,494 common shares (6.8%)
�
PERSON
WITH
�
9
SOLE DISPOSITIVE POWER
0
�
10
SHARED DISPOSITIVE POWER
2,048,494
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 2,048,494; for all reporting persons as a group, 2,761,080 shares (9.1%)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
�
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
For the reporting person listed on this page, 6.8%; for all reporting persons as a group 9.1%
14
TYPE OF REPORTING PERSON (See Instructions)
PN



�
�
�


1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
�
The D3 Family Canadian Fund, L.P.
�
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)��������[X]
(b)��������[��]
�
3
SEC USE ONLY
�
��
4
SOURCE OF FUNDS (See Instructions)
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [���]
�
�
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
NUMBER OF SHARES
BENEFICIALLY
7
SOLE VOTING POWER
0
OWNED BY
EACH
REPORTING
8
SHARED VOTING POWER
0 common shares (0%)
�
PERSON
WITH
�
9
SOLE DISPOSITIVE POWER
0
�
10
SHARED DISPOSITIVE POWER
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 0; for all reporting persons as a group, 2,761,080 shares (9.1%)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)��[���]
�
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
For the reporting person listed on this page, 0%; for all reporting persons as a group 9.1%
14
TYPE OF REPORTING PERSON (See Instructions)
PN


�
�
�


1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
�
The DIII Offshore Fund, L.P.
�
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)��������[X]
(b)��������[��]
�
3
SEC USE ONLY
�
��
4
SOURCE OF FUNDS (See Instructions)
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [���]
�
�
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Bahamas
NUMBER OF SHARES
BENEFICIALLY
7
SOLE VOTING POWER
0
OWNED BY
EACH
REPORTING
8
SHARED VOTING POWER
152,903 common shares (0.5%)
�
PERSON
WITH
�
9
SOLE DISPOSITIVE POWER
0
�
10
SHARED DISPOSITIVE POWER
152,903
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 152,903; for all reporting persons as a group, 2,761,080 shares (9.1%)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)��[��]
�
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
For the reporting person listed on this page, 0.5%; for all reporting persons as a group 9.1%
14
TYPE OF REPORTING PERSON (See Instructions)
PN


�
�
�


1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
�
Nierenberg Investment Management Company, Inc.
�
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)��������[X]
(b)��������[��]
�
3
SEC USE ONLY
�
��
4
SOURCE OF FUNDS (See Instructions)
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [���]
�
�
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
NUMBER OF SHARES
BENEFICIALLY
7
SOLE VOTING POWER
0
OWNED BY
EACH
REPORTING
8
SHARED VOTING POWER
2,761,080 common shares (9.1%)
�
PERSON
WITH
�
9
SOLE DISPOSITIVE POWER
0
�
10
SHARED DISPOSITIVE POWER
2,761,080 shares
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 2,761,080; for all reporting persons as a group, 2,761,080 shares (9.1%)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)��[��]
�
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
For the reporting person listed on this page, 9.1%; for all reporting persons as a group 9.1%
14
TYPE OF REPORTING PERSON (See Instructions)
CO


�
�
�


1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
�
Nierenberg Investment Management Offshore, Inc.
�
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)��������[X]
(b)��������[��]
�
3
SEC USE ONLY
�
��
4
SOURCE OF FUNDS (See Instructions)
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [���]
�
�
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Bahamas
NUMBER OF SHARES
BENEFICIALLY
7
SOLE VOTING POWER
0
OWNED BY
EACH
REPORTING
8
SHARED VOTING POWER
152,903 common shares (0.5%)
�
PERSON
WITH
�
9
SOLE DISPOSITIVE POWER
0
�
10
SHARED DISPOSITIVE POWER
152,903
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 152,903; for all reporting persons as a group, 2,761,080 shares (9.1%)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [��]
�
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
For the reporting person listed on this page, 0.5%; for all reporting persons as a group 9.1%
14
TYPE OF REPORTING PERSON (See Instructions)
CO


�
�
�


1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
�
David Nierenberg
�
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)��������[X]
(b)��������[��]
�
3
SEC USE ONLY
�
��
4
SOURCE OF FUNDS (See Instructions)
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [���]
�
�
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES
BENEFICIALLY
7
SOLE VOTING POWER
0
OWNED BY
EACH
REPORTING
8
SHARED VOTING POWER
2,761,080 common shares (9.1%)
�
PERSON
WITH
�
9
SOLE DISPOSITIVE POWER
0
�
10
SHARED DISPOSITIVE POWER
2,761,080
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 2,761,080; for all reporting persons as a group, 2,761,080 shares (9.1%)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [��]
�
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
For the reporting person listed on this page, 9.1%; for all reporting persons as a group 9.1%
14
TYPE OF REPORTING PERSON (See Instructions)
IN


�
�
�


This Amendment No. 16 to Schedule�13D (this Amendment) amends the below-indicated Items from the Schedule�13D with respect to the shares of common stock (the Common Stock) of Electro Scientific Industries Inc. (the Issuer or ESIO) previously filed by or on behalf of the Reporting Persons (as defined below), as previously amended (collectively the Schedule 13D), by supplementing such Items with the information below.
�
The names of the persons filing this Amendment (collectively, the Reporting Persons) are:��The D3 Family Fund, L.P. (the Family Fund), The D3 Family Bulldog Fund, L.P. (the Bulldog Fund), The D3 Family Canadian Fund, L.P. (the Canadian Fund), The DIII Offshore Fund, L.P. (the Offshore Fund), Nierenberg Investment Management Company, Inc. (NIMCO), Nierenberg Investment Management Offshore, Inc. (NIMO) and David Nierenberg (Mr. Nierenberg).
�

Item 5.��Interest in Securities of the Issuer.

(a)�����������The aggregate percentage of Shares reported owned by each person named herein is based upon 31,217,403 Shares outstanding as of October 31, 2014, which is the total number of Shares outstanding as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 3, 2014.
�
As of the close of business on the date hereof, the Family Fund individually beneficially owned 559,683 Shares, constituting approximately 1.9% of all of the outstanding Shares.
�
As of the close of business on the date hereof, the Bulldog Fund individually beneficially owned 2,048,494 Shares, constituting approximately 6.8% of all of the outstanding Shares.
�
As of the close of business on the date hereof, the Canadian Fund does not beneficially own any Shares.
�
As of the close of business on the date hereof, the Offshore Fund individually beneficially owned 152,903 Shares, constituting approximately 0.5% of all of the outstanding Shares.
�
By virtue of its relationships with each of the Family Fund, the Bulldog Fund and the Offshore Fund discussed in further detail in Item 2, NIMCO may be deemed to be the beneficial owner of the 2,761,080 Shares, beneficially owned in the aggregate by the Family Fund, the Bulldog Fund and the Offshore Fund, constituting approximately 9.1% of all of the outstanding Shares.
�
By virtue of his relationship with NIMCO and NIMO discussed in further detail in Item 2, Mr. Nierenberg may be deemed to be the beneficial owner of the 2,761,080 Shares beneficially owned by NIMCO and NIMO, constituting approximately 9.1% of all of the outstanding Shares.
�
The Reporting Persons, in the aggregate, beneficially own 2,761,080 Shares, constituting approximately 9.1% of the outstanding Shares.
�
�
�
�
�
�
�
�(b)�����������The Family Fund, NIMCO and Mr. Nierenberg have shared power (i) to vote or direct the vote of, and (ii) to dispose or direct the disposition of, the 559,683 shares of Common Stock held by the Family Fund.
�
The Bulldog Fund, NIMCO and Mr. Nierenberg have shared power (i) to vote or direct the vote of, and (ii) to dispose or direct the disposition of, the 2,048,494 shares of Common Stock held by the Bulldog Fund.
�
The Offshore Fund, NIMO and Mr. Nierenberg have shared power (i) to vote or direct the vote of, and (ii) to dispose or direct the disposition of, the 152,903 shares of Common Stock held by the Bulldog Fund.
�
(c)��During the last 60 days the following in-kind distributions of shares of Common Stock to limited partners of the Reporting Persons in connection with the liquidation of such limited partners limited partnership interest were made by the Reporting Persons named below:
�
�
�
�
Portfolio
Date
QTY
Price
D3 Family Canadian Fund, LP
01/30/2015
3,612
0.00
DIII Offshore��Fund, LP
01/30/2015
249,472
0.00
�

�
No other transactions with respect to the Common Stock that are required to be reported on Schedule 13D were effected by any of the Reporting Persons during the past sixty (60) days.

�
�
�

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in the Statement is true, complete and correct.


�
�
�

�
D3 Family Fund, L.P., D3 Bulldog Fund, L.P., and D3 Family Canadian Fund, L.P.
�
�
By:���Nierenberg Investment Management Company, Inc.
�
�
January 30, 2015
Its:���General Partner
By:���/s/ David Nierenberg
�������������David Nierenberg, President
�
�
DIII Offshore Fund, L.P.
�
By:���Nierenberg Investment Management Offshore, Inc.
�
�
January 30, 2015
Its:���General Partner
By:���/s/ David Nierenberg
�������������David Nierenberg, President
�
�
Nierenberg Investment Management
Company, Inc.
�
January 30, 2015
By:���/s/ David Nierenberg
�������������David Nierenberg, President
�
�
Nierenberg Investment Management
Offshore, Inc.
�
January 30, 2015
By:���/s/ David Nierenberg
�������������David Nierenberg, President
�
January 30, 2015
/s/ David Nierenberg
�����David Nierenberg
�


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