AXT INC — Director's Dealing 2011

May 31, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AXT INC (AXTI)
CIK: 0001051627
Period of Report: 2011-05-27

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-27	Common Stock	M	87104	$1.59	Acquired	230924	Direct
2011-05-27	Common Stock	S	17755	$7.9873	Disposed	213169	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-27	Stock Options (right to buy)	$1.59	M	87104	Disposed	2019-07-16	Common Stock (87104)	Direct

Footnotes

F1: 1/4 vesting on first anniversary, 1/48 monthly thereafter.