AXCELIS TECHNOLOGIES INC — Director's Dealing 2017

May 18, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AXCELIS TECHNOLOGIES INC (ACLS)
CIK: 0001113232
Period of Report: 2017-05-18

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-18	Common Stock	M	13671	$12.04	Acquired	37690	Direct
2017-05-18	Common Stock	S	12117	$21.18	Disposed	39244	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-18	Stock Option (right to buy)	$12.04	M	13671	Disposed	2022-07-15	Common Stock (13671)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3125	Indirect

Footnotes

F1: Of the shares held as of May 18, 2017, 25,986 were issuable on vesting of restricted stock units granted under the 2012 Equity Incentive Plan and are subject to forefeiture.

F2: The price reported in Column 4 is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $21.15 to $21.25, inclusive. The reporting person undertakes to provide to Axcelis Technologies, Inc., any security holder of Axcelis Technologies, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price.

F3: 31,250 options were granted on July 15, 2015 and were vested as to 44% of the options as of May 18, 2017. Of the remaining 17,579 options held by the executive after the sales on that date, 1953 options will vest on the 15th of each of July, October, January, and April until fully vested on July 15, 2019, if the officer remains in the service of the Company on such vesting dates.