AXCELIS TECHNOLOGIES INC — Director's Dealing 2017

May 15, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AXCELIS TECHNOLOGIES INC (ACLS)
CIK: 0001113232
Period of Report: 2017-05-12

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-12	Common Stock	M	5071	$4.64	Acquired	49562	Direct
2017-05-12	Common Stock	S	5071	$21.52	Disposed	44491	Direct
2017-05-15	Common Stock	M	26179	$4.64	Acquired	70670	Direct
2017-05-15	Common Stock	S	26179	$21.16	Disposed	44491	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-12	Stock option (right to buy)	$4.64	M	5071	Disposed	2019-11-16	Common Stock (5071)	Direct
2017-05-15	Stock option (right to buy)	$4.64	M	26179	Disposed	2019-11-16	Common Stock (26179)	Direct

Footnotes

F1: The price reported in Column 4 is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $21.50 to $21.55, 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.

F2: Of the shares held as of May 12 and 15, 2017, 19,091 were issuable on vesting of restricted stock units granted under the 2012 Equity Incentive Plan and are subject to forfeiture.

F3: 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.