AXCELIS TECHNOLOGIES INC — Director's Dealing 2016

May 17, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AXCELIS TECHNOLOGIES INC (ACLS)
CIK: 0001113232
Period of Report: 2016-05-16

Reporting Person: Lawson Douglas A. (EVP, Corporate Mktg & Strategy)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-16	Common Stock	A	76364	$0.00	Acquired	99962	Direct
2016-05-16	Common Stock	A	25455	$0.00	Acquired	125416	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	12500	Indirect

Footnotes

F1: These shares are issuable on vesting of restricted stock units granted under the Company's 2012 Equity Incentive Plan. Assuming continuation of employment, 25% of these restricted stock units will vest on May 16, 2017, May 16, 2018, May 16, 2019 and May 16, 2020. The executive has agreed that a number of shares, having a value equal to the required tax withholding at vesting, will be withheld from the shares issued on each vest date.

F2: These shares are issuable on vesting of restricted stock units granted under the Company's 2012 Equity Incentive Plan. Assuming continuation of employment, some or all of these restricted stock units will vest on February 15, 2017 based on performance vesting criteria. Unvested restricted stock units will forfeit on that date. The executive has agreed that a number of shares, having a value equal to the required tax withholding at vesting, will be withheld from the shares issued on the vest date.

F3: Of the shares held as of May 16, 2016,101,818 were issuable on vesting of restricted stock units granted to the executive under the 2012 Equity Incentive Plan and are subject to forfeiture.