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AXCELIS TECHNOLOGIES INC Director's Dealing 2017

May 17, 2017

31374_dirs_2017-05-17_8e05933e-5a62-4137-9044-a9177ef33f26.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AXCELIS TECHNOLOGIES INC (ACLS)
CIK: 0001113232
Period of Report: 2017-05-16

Reporting Person: FALLON LYNNETTE C (Executive VP, HR/Legal)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2017-05-16 Common Stock F 2246 $21.75 Disposed 42245 Direct
2017-05-17 Common Stock A 8750 $0.00 Acquired 50995 Direct
2017-05-17 Common Stock A 2917 $0.00 Acquired 53912 Direct

Footnotes

F1: These shares were withheld by the Company to cover the tax withholding obligations of the executive on the vesting of restricted stock units on May 16, 2017.

F2: Represents the closing price on May 16, 2017.

F3: Of the shares held as of May 16, 2017, 14,319 were issuable on vesting of restricted stock units granted to the executive under the 2012 Equity Incentive Plan and are subject to forfeiture.

F4: 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 17, 2018, May 17, 2019, May 17, 2020 and May 17, 2021. 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.

F5: 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 28, 2018 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.

F6: Of the shares held as of May 17, 2017, 25,986 were issuable on vesting of restricted stock units granted to the executive under the 2012 Equity Incentive Plan and are subject to forfeiture.