AXCELIS TECHNOLOGIES INC — Director's Dealing 2020

May 19, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AXCELIS TECHNOLOGIES INC (ACLS)
CIK: 0001113232
Period of Report: 2020-05-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-15	Common Stock	A	10894	$0.00	Acquired	64728	Direct
2020-05-15	Common Stock	A	10894	$0.00	Acquired	75622	Direct
2020-05-15	Common Stock	F	837	$23.52	Disposed	74785	Direct
2020-05-16	Common Stock	F	1404	$23.95	Disposed	73381	Direct
2020-05-16	Common Stock	F	558	$23.95	Disposed	72823	Direct
2020-05-17	Common Stock	F	643	$23.95	Disposed	72180	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3125	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 each of May 15, 2021, May 15, 2022, May 15, 2023 and May 15, 2024.

F2: Of the shares held after this first grant on May 15, 2020, 42,811 were issuable on vesting of restricted stock units granted to the executive under the 2012 Equity Incentive Plan and are subject to forfeiture.

F3: These shares are issuable on vesting of restricted stock units granted under the Company's 2012 Equity Incentive Plan. Based on the achievement of performance goals and assuming continuation of employment, up to 50% of these restricted stock units will vest on each of February 28, 2021 and February 28, 2022. Unearned restricted stock units will forfeit on February 28, 2021.

F4: Of the shares held after this second grant on May 15, 2020, 53,705 were issuable on vesting of restricted stock units granted to the executive under the 2012 Equity Incentive Plan and are subject to forfeiture.

F5: These shares were withheld by the Company to cover the tax withholding obligations of the executive on the vesting of restricted stock units.

F6: Represents the closing price of the common stock on the date of the tax withholding.

F7: Of the shares held after this tax withholding forfeiture (and related vesting) on May 15, 2020, 50,859 were issuable on vesting of restricted stock units granted to the executive under the 2012 Equity Incentive Plan and are subject to forfeiture.

F8: Of the shares held after this first tax withholding forfeiture (and related vesting) on May 16, 2020, 46,086 were issuable on vesting of restricted stock units granted to the executive under the 2012 Equity Incentive Plan and are subject to forfeiture.

F9: Of the shares held after this second tax withholding forfeiture (and related vesting) on May 16, 2020, 44,189 were issuable on vesting of restricted stock units granted to the executive under the 2012 Equity Incentive Plan and are subject to forfeiture.

F10: Of the shares held after this tax withholding forfeiture (and related vesting) on May 17, 2020, 42,002 were issuable on vesting of restricted stock units granted to the executive under the 2012 Equity Incentive Plan and are subject to forfeiture.