AXCELIS TECHNOLOGIES INC — Director's Dealing 2011

Feb 9, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AXCELIS TECHNOLOGIES INC (ACLS)
CIK: 0001113232
Period of Report: 2011-02-08

Reporting Person: FLYNN MATTHEW P (EVP, Customer Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-08	Common Stock	M	22500	$1.16	Acquired	129635	Direct
2011-02-08	Common Stock	S	22500	$2.79	Disposed	107135	Direct
2011-02-08	Common Stock	S	27240	$2.80	Disposed	79895	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-08	Axcelis non-qualified stock option (right to buy)	$1.16	M	22500	Disposed	2019-11-15	Common Stock (22500)	Direct

Footnotes

F1: Of the shares held as of February 8, 2011, 16,909 were issuable on vesting of restricted stock units granted the executive under the 2000 Stock Plan and are subject to forfeiture. A portion of these shares will be withheld by the Company on vesting to satisfy tax withholding requirements.

F2: This option is a portion of an option granted on November 16, 2009, which is exercisable as to 25% of the total shares granted on each of the first four anniversaries of the date of grant.