AXT INC — Director's Dealing 2010

Jul 15, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AXT INC (AXTI)
CIK: 0001051627
Period of Report: 2010-05-10

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-05-10	Common Stock	J	100000	—	Disposed	422738	Indirect
2010-05-10	Common Stock	J	4000	—	Acquired	325462	Indirect
2010-05-10	Common Stock	A	44320	$1.58	Acquired	44320	Direct

Footnotes

F1: 1. The reporting Person's direct and indirect holdings were mistakenly aggregated in previous Section 16 reports. This Form 4 amends and restates the form of ownership of these securities.

F2: 2. Shares held directly by the Young Family Trust for which the Reporting Person serves as trustee. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

F3: 3. Shares held directly by the Morris S. Young Family Ltd. Partnership (the "Young LP") for which the Reporting Person serves as General Partner. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

F4: 4. Pro rata distribution of the Common Stock of the Issuer by the Young LP without consideration to its members.