AXCELIS TECHNOLOGIES INC — Director's Dealing 2022

May 18, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AXCELIS TECHNOLOGIES INC (ACLS)
CIK: 0001113232
Period of Report: 2022-05-15

Reporting Person: PUMA MARY G (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-05-15	Common Stock	F	5050	$56.38	Disposed	388851	Direct
2022-05-15	Common Stock	F	4832	$56.38	Disposed	384019	Direct
2022-05-16	Common Stock	F	3607	$56.38	Disposed	380412	Direct
2022-05-16	Common Stock	A	21008	$0.00	Acquired	401420	Direct
2022-05-16	Common Stock	A	21008	$0.00	Acquired	422428	Direct
2022-05-17	Common Stock	F	3232	$60.56	Disposed	419196	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5000	Indirect

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.

F2: Represents the closing price of the common stock on the date of the tax withholding.

F3: Of the shares held after this first tax withholding forfeiture (and related vesting) on May 15, 2022, 103,201 shares were issuable on vesting of restricted stock units granted to the executive under the 2012 Equity Incentive Plan and are subject to forfeiture.

F4: Of the shares held after this second tax withholding forfeiture (and related vesting) on May 15, 2022, 92,307 shares were issuable on vesting of restricted stock units granted to the executive under the 2012 Equity Incentive Plan and are subject to forfeiture.

F5: Of the shares held after this tax withholding forfeiture (and related vesting) on May 16, 2022, 84,176 shares were issuable on vesting of restricted stock units granted to the executive under the 2012 Equity Incentive Plan and are subject to forfeiture.

F6: 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 16, 2023, May 16, 2024, May 16, 2025 and May 16, 2026.

F7: Of the shares held after this first grant on May 16, 2022, 105,184 were issuable on vesting of restricted stock units granted to the executive under the 2012 Equity Incentive Plan and are subject to forfeiture.

F8: In this grant under the Company's 2012 Equity Incentive Plan, the executive may earn shares of common stock, ranging from zero to 150% of the granted units. The shares are earned based on the achievement of 2022 performance goals. Assuming continuation of employment,50% of the earned shares will vest on each of February 28, 2023 and February 28, 2024. Unearned restricted stock units will forfeit on February 28, 2023.

F9: Of the shares held after this second grant on May 16, 2022, 126,192 shares 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, 2022, 118,906 shares were issuable on vesting of restricted stock units granted to the executive under the 2012 Equity Incentive Plan and are subject to forfeiture.