AXCELIS TECHNOLOGIES INC — Director's Dealing 2023

May 17, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AXCELIS TECHNOLOGIES INC (ACLS)
CIK: 0001113232
Period of Report: 2023-05-15

Reporting Person: Low Russell (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-05-15	Common Stock	A	12018	$0.00	Acquired	70391	Direct
2023-05-15	Common Stock	A	12018	$0.00	Acquired	82409	Direct
2023-05-15	Common Stock	F	1462	$127.99	Disposed	80947	Direct
2023-05-15	Common Stock	F	1399	$127.99	Disposed	79548	Direct
2023-05-16	Common Stock	S	8309	$130.76	Disposed	71239	Direct

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, 2024, May 15, 2025, May 15, 2026 and May 15, 2027.

F2: Of the shares held after this first grant on May 15, 2023, 37,592 were issuable on vesting of restricted stock units granted to the executive under the 2012 Equity Incentive Plan and are subject to forfeiture.

F3: 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 2023 performance goals. Assuming continuation of employment,50% of the earned shares will vest on February 28, 2024 and 50% of the earned shares will vest on February 28, 2025. Unearned restricted stock units will forfeit on February 28, 2024.

F4: Of the shares held after this second grant on May 15, 2023, 49,610 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: 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 first tax withholding forfeiture (and related vesting) on May 15, 2023, 46,314 shares 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 second tax withholding forfeiture (and related vesting) on May 15, 2023, 43,161 shares were issuable on vesting of restricted stock units granted to the executive under the 2012 Equity Incentive Plan and are subject to forfeiture.

F9: The price reported in Column 4 is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $130.76 to $130.80, 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.

F10: Of the shares held after this sale on May 16, 2023, 43,161 shares were issuable on vesting of restricted stock units granted to the executive under the 2012 Equity Incentive Plan and are subject to forfeiture.