AXT INC — Director's Dealing 2014

Nov 6, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AXT INC (AXTI)
CIK: 0001051627
Period of Report: 2014-11-03

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-11-03	Common Stock	A	32000	—	Acquired	855239	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-11-03	Stock Options (right to buy)	$2.47	A	96000	Acquired	2024-11-03	Common Stock (96000)	Direct

Footnotes

F1: Represents grant of restricted stock award, which vests in four equal annual installments on each anniversary of the date of grant, subject to the holder continuing to be a service provider through each such date.

F2: This total includes 449,951 shares of common stock held by the Young Family Trust for which the Reporting Person serves as trustee and 483 shares of common stock held by the Morris Young Family Ltd. Partnership. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, 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: 1/4th of the total number of shares subject to the option will vest on first year anniversary of the date of grant, and an additional 1/48th of the total number of shares subject to the option will vest each month thereafter, subject to the optionee continuing to be a service provider through each such date.