AXCELIS TECHNOLOGIES INC — Director's Dealing 2022

Mar 2, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AXCELIS TECHNOLOGIES INC (ACLS)
CIK: 0001113232
Period of Report: 2022-02-28

Reporting Person: BREWER KEVIN J (EVP & Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-02-28	Common Stock	F	3688	$0.00	Disposed	69670	Direct
2022-02-28	Common Stock	F	2909	$0.00	Disposed	66761	Direct
2022-03-02	Common Stock	S	8636	$70.89	Disposed	58125	Direct

Footnotes

F1: This forfeiture of shares for tax withholding purposes relates to the vesting on February 28, 2022 of the remainder of performance based restricted stock units granted to the executive in May 2020. These shares were determined to be earned by the executive pursuant to a resolution of the Axcelis Technologies, Inc. Compensation Committee on February 8, 2021, and half of the earned shares vested on February 28, 2021. As agreed with the executive, the shares issued to the executive on the vested shares were reduced by a number of shares having a value equal to the executive's tax withholding obligation with respect to the vested shares.

F2: These shares were withheld by the Company to cover the tax withholding obligations of the executive on the vesting of restricted stock units on February 28, 2022.

F3: Of the shares beneficially owned by the executive on February 28, 2022 after the vesting of the 2020 performance based restricted stock units, 46,947 shares were issuable on vesting of restricted stock units which are subject to forfeiture. This number includes 6,558 shares issuable under the executive's 2021 performance based restricted stock units, which also vested on February 28, 2022.

F4: This forfeiture of shares for tax withholding purposes relates to the vesting on February 28, 2022 of the first half of shares earned under performance based restricted stock units granted to the executive in May 2021. These shares were determined to be earned by the executive pursuant to a resolution of the Axcelis Technologies, Inc. Compensation Committee on February 15, 2022. The second half of the shares earned under this restricted stock unit award will vest on February 28, 2023, assuming continuation of the executive's services. As agreed with the executive, the shares issued to the executive on the vested shares were reduced by a number of shares having a value equal to the executive's tax withholding obligation with respect to the vested shares.

F5: Of the shares beneficially owned by the executive on February 28, 2022 after the vesting of shares issued on both the 2020 performance based restricted stock units and the 2021 performance based restricted stock units, 40,389 shares were issuable on vesting of restricted stock units which are subject to forfeiture.

F6: The price reported in Column 4 is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $70.80 to $70.90, 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 sold at each separate price.

F7: Of the shares held as of March 2, 2022, 40,389 were issuable on vesting of restricted stock units granted to the executive under the 2012 Equity Incentive Plan and are subject to forfeiture.