AXT INC — Director's Dealing 2006

Sep 1, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AXT INC (AXTI)
CIK: 0001051627
Period of Report: 2006-09-01

Reporting Person: YOUNG MORRIS S (Director, Chief Technology Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-09-01	Common Stock	M	72000	$1.38	Acquired	1333971	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-09-01	Option to Purchase Common Stock	$1.38	M	72000	Disposed	2013-07-21	Common Stock (72000)	Direct

Footnotes

F1: Options vest at the rate of 25% on first year anniversary, and monthly thereafter at 1/48th.