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: BREWER KEVIN J (EVP & Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-05-15	Common Stock	A	3005	$0.00	Acquired	39282	Direct
2023-05-15	Common Stock	F	1928	$127.99	Disposed	37354	Direct
2023-05-15	Common Stock	F	1844	$127.99	Disposed	35510	Direct
2023-05-16	Common Stock	S	6505	$130.84	Disposed	29005	Direct

Footnotes

F1: 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, 100% of the earned shares will vest on February 28, 2024. Unearned restricted stock units will forfeit on February 28, 2024.

F2: Of the shares held after the grant on May 15, 2023, 32,777 shares 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 were withheld by the Company to cover the tax withholding obligations of the executive on the vesting of restricted stock units.

F4: Represents the closing price of the common stock on the date of the tax withholding.

F5: Of the shares held after this first tax withholding forfeiture (and related vesting) on May 15, 2023, 28,432 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: Of the shares held after this second tax withholding forfeiture (and related vesting) on May 15, 2023, 24,275 shares were issuable on vesting of restricted stock units granted to the executive under the 2012 Equity Incentive Plan and are subject to forfeiture.

F7: The price reported in Column 4 is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $130.70 to $130.94, 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.

F8: Of the shares held after this sale on May 16, 2023, 24,275 shares were issuable on vesting of restricted stock units granted to the executive under the 2012 Equity Incentive Plan and are subject to forfeiture.