Azenta, Inc. — Director's Dealing 2013

Nov 8, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BROOKS AUTOMATION INC (BRKS)
CIK: 0000933974
Period of Report: 2013-11-06

Reporting Person: Montone William T. (SVP, Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-11-06	Common Stock	A	45000	$0.00	Acquired	226880	Direct
2013-11-06	Common Stock	D	7370	$0.00	Disposed	219510	Direct
2013-11-06	Common Stock	F	1183	$9.45	Disposed	218327	Direct
2013-11-06	Common Stock	D	9600	$0.00	Disposed	208727	Direct
2013-11-06	Common Stock	F	1086	$0.00	Disposed	207641	Direct

Footnotes

F1: Grant of restricted stock units to the Reporting Person under the company's Executive Equity Incentive Plan. No amount was paid upon grant of the units. One quarter of the units are subject to time-based only vesting (the "Time-Based Units") and three quarters of the units are subject to a combination of performance and time-based vesting (the "Performance-Based Units"). The Time-Based Units vest 33-1/3% per year, beginning on November 6, 2014. The Performance-Based Units that are achieved based upon performance metrics measured for the fiscal year ending September 30, 2014 will then vest over time as follows: 50% on November 6, 2015 and 50% on November 6, 2016.

F2: An initial grant of 22,000 restricted stock units (RSUs) reported on a Form 4 dated February 7, 2011 contained 11,000 RSUs subject to performance-based vesting requirements. The performance-based RSUs vested on November 6, 2013 at 33%, or 3,630 of the RSUs, based on the achievement of the performance criteria. This transaction represents the forfeiture of the remaining 67%, or 7,370 of the RSUs, that did not vest.

F3: Forefeiture of shares by the reporting person to satisfy the reporting person's obligations with respect to withholding taxes in connection with the vesting on November 6, 2013 of 3,630 shares of restricted stock held by the reporting person.

F4: An initial grant of 40,000 restricted stock units (RSUs) reported on a Form 4 dated December 21, 2012 contained 30,000 RSUs subject to performance-based vesting requirements. These RSUs were measured against the performance metrics on November 6, 2013 resulting in the achievement of 68%, or 20,400 of the RSUs, which will be subject to additional time-based vesting requirements. This transaction represents the forfeiture of the remaining 32%, or 9,600 of the RSUs.

F5: Forefeiture of shares by the reporting person to satisfy the reporting person's obligations with respect to withholding taxes in connection with the vesting on November 6, 2013 of 3,333 shares of restricted stock held by the reporting person.