- Statement of Ownership (SC 13G)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No._____)*

Mattson Technology, Inc.

(Name of Issuer)

Common

(Title of Class of Securities)

577223100

(CUSIP Number)

6/26/09

(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 the disclosures provided in a prior cover page.

The information required in 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: 577223100
------------------------------------------------------------------------

1. NAMES OF REPORTING PERSONS
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 Verition Fund Management LLC
 26-2472334

------------------------------------------------------------------------

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 (a) [_]

 (b) [_]

------------------------------------------------------------------------

3. SEC USE ONLY

------------------------------------------------------------------------

4. CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware, USA

------------------------------------------------------------------------
 5. SOLE VOTING POWER: 2,788,296
NUMBER OF -------------------------------------------------------
SHARES
BENEFICIALLY 6. SHARED VOTING POWER: 0
OWNED BY -------------------------------------------------------
EACH
REPORTING 7. SOLE DISPOSITIVE POWER: 2,788,296
PERSON WITH: -------------------------------------------------------

 8. SHARED DISPOSITIVE POWER: 0
------------------------------------------------------------------------

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 2,788,296

------------------------------------------------------------------------

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:

 [_]

------------------------------------------------------------------------

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

 5.61% based upon 49,709,288 shares outstanding as of April 24th, 2009

------------------------------------------------------------------------

12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

 IA

------------------------------------------------------------------------

CUSIP No: 577223100
------------------------------------------------------------------------

1. NAMES OF REPORTING PERSONS
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 Verition Multi-Strategy Master Fund Ltd.
 46-0520939

------------------------------------------------------------------------

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 (a) [_]

 (b) [_]

------------------------------------------------------------------------

3. SEC USE ONLY

------------------------------------------------------------------------

4. CITIZENSHIP OR PLACE OF ORGANIZATION

 Cayman Islands

------------------------------------------------------------------------
 5. SOLE VOTING POWER: 2,788,296
NUMBER OF -------------------------------------------------------
SHARES
BENEFICIALLY 6. SHARED VOTING POWER: 0
OWNED BY -------------------------------------------------------
EACH
REPORTING 7. SOLE DISPOSITIVE POWER: 2,788,296
PERSON WITH: -------------------------------------------------------

 8. SHARED DISPOSITIVE POWER: 0
------------------------------------------------------------------------

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 2,788,296

------------------------------------------------------------------------

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:

 [_]

------------------------------------------------------------------------

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

 5.61% based upon 49,709,288 shares outstanding as of April 24th, 2009

------------------------------------------------------------------------

12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

 OO

------------------------------------------------------------------------

CUSIP No: 577223100
------------------------------------------------------------------------

1. NAMES OF REPORTING PERSONS
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 Mr. Nicholas Maounis

------------------------------------------------------------------------

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 (a) [_]

 (b) [_]

------------------------------------------------------------------------

3. SEC USE ONLY

------------------------------------------------------------------------

4. CITIZENSHIP OR PLACE OF ORGANIZATION

 Connecticut, USA

------------------------------------------------------------------------
 5. SOLE VOTING POWER: 2,788,296
NUMBER OF -------------------------------------------------------
SHARES
BENEFICIALLY 6. SHARED VOTING POWER: 0
OWNED BY -------------------------------------------------------
EACH
REPORTING 7. SOLE DISPOSITIVE POWER: 2,788,296
PERSON WITH: -------------------------------------------------------

 8. SHARED DISPOSITIVE POWER: 0
------------------------------------------------------------------------

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 2,788,296

------------------------------------------------------------------------

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:

 [_]

------------------------------------------------------------------------

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

 5.61% based upon 49,709,288 shares outstanding as of April 24th, 2009

------------------------------------------------------------------------

12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

 HC

------------------------------------------------------------------------

ITEM 1.

(a) Name of Issuer:

Mattson Technology, Inc. (the "Issuer")

(b) Address of Issuer's Principal Executive Offices:

47131 Bayside Parkway
Fremont, CA 94538

ITEM 2.

(a) Name of Person Filing:

This Statement is filed on behalf of each of the following persons: Verition Fund Management LLC, Verition Mult- Strategy Master Fund Ltd and Nicholas Maounis (collectively the "Reporting Persons"). This Statement relates to Shares (as defined herein) held for the account of Verition Multi- Strategy Master Fund Ltd. Verition Fund Management LLC serves as the investment manager to Verition Multi-Strategy Master Fund Ltd. In such capacity, Verition Fund Management LLC may be deemed to have voting and dispositive power over the shares held for Verition Multi-Strategy Master Fund Ltd. Mr. Nicholas Maounis is currently the managing member of Verition Fund Management LLC.

(b) Address of Principal Business Office or, if none, Residence:

Verition Fund Management LLC and Mr. Nicholas Maounis One American Lane
Greenwich CT 06831

Verition Multi-Strategy Master Fund Ltd C/O Maples Corporate Services Limited PO BOX 309, Ugland House
Grand Cayman, KY1-1104
Cayman Islands

Verition Fund Management LLC and Mr. Nicholas Maounis
USA

Verition Multi-Strategy Master Fund Ltd

Cayman Islands

(d) Title of Class of Securities:

Common Stock (the "Shares")

(e) Cusip Number:

577223100

ITEM 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), check whether the person filing is a:

(a) [_] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b) [_] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(d) [_] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e) [_] An investment adviser in accordance with (S)240.13d-1(b)(1)(ii)(E);

(f) [_] An employee benefit plan or endowment fund in accordance with (S)240.13d-1(b)(1)(ii)(F);

(g) [_] A parent holding company or control person in accordance with (S)240.13d-1(b)(1)(ii)(G);

(h) [_] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(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 (15 U.S.C. 80a-3);

(j) [_] Group, in accordance with (S)240.13d-1(b)(1)(ii)(J).

ITEM 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a) Amount Beneficially Owned:

As of June 26, 2009, each of the Reporting Persons may be deemed to beneficially own 2,788,296 Shares.

(b) Percent of Class:

The number of Shares of which the Reporting Persons may be deemed to beneficially own constitutes approximately 5.61% of the total number of Shares outstanding (based upon information provided by the Issuer in its most recently filed quarterly report on Form 10-Q, there were 49,709,288 Shares outstanding as of April 24, 2009).

(i) sole power to vote or to direct the vote:

2,788,296

(ii) shared power to vote or to direct the vote:

(iii) sole power to dispose or to direct the disposition of:

2,788,296

(iv) shared power to dispose or to direct the disposition of:

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 than five percent of the class of securities, check the following
[_].

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. Notice of Dissolution of Group.

Not applicable.

Item 10. Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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 my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: 7/2/09
Verition Fund Management LLC
By: Ted Hagan
Title: CFO

By: /s/ Ted Hagan
 -----------------


Date: 7/2/09
Verition Multi-Strategy Master Fund Ltd
By: Verition Fund Management LLC
Title: Investmenent Manager
By: Ted Hagan
Title: CFO

By: /s/ Ted Hagan
 -----------------


Date: 7/2/09
Nicholas Maounis

By: /s/ Nicholas Maounis
 ---------------------

EXHIBIT INDEX

Ex. Page No.
A. Joint Filing Agreement, dated July 2, 2009 by and among Reporting Persons...............................[ 7 ]

EXHIBIT A

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Mattson Technology, Inc. dated as of July 2, 2009 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Date: 7/2/09
Verition Fund Management LLC
By: Ted Hagan
Title: CFO

By: /s/ Ted Hagan
 -----------------


Date: 7/2/09
Verition Multi-Strategy Master Fund Ltd
By: Verition Fund Management LLC
Title: Investmenent Manager
By: Ted Hagan
Title: CFO

By: /s/ Ted Hagan
 -----------------


Date: 7/2/09
Nicholas Maounis

By: /s/ Nicholas Maounis
 ---------------------

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