Azenta, Inc. — Director's Dealing 2014

Nov 7, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BROOKS AUTOMATION INC (BRKS)
CIK: 0000933974
Period of Report: 2014-11-04

Reporting Person: Morelli Mark D (President and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-11-04	Common Stock	D	112500	$0.00	Disposed	251391	Direct
2014-11-05	Common Stock	A	100000	$0.00	Acquired	351391	Direct

Footnotes

F1: An initial grant of 150,000 restricted stock units (RSUs) reported on a Form 4 dated February 9, 2012 contained 112,500 RSUs subject to performance-based vesting requirements based on the achievement of performance criteria measured for the three-year period ended September 30, 2014, which resulted in no vesting of such performance based RSUs. Accordingly, 112,500 RSUs are forfeited.

F2: Grant of restricted stock units to the Reporting Person under the company's Long Term Incentive Plan. No amount was paid upon grant of the units. One quarter of the units are subject to time-based vesting (the "Time-Based Units") and three quarters of the units are subject to a combination of performance and time based besting (the "Performance-Based Units"). The time-based units vest 33-1/3% per year, beginning on November 5, 2015. 60% of the performance-based units are based upon the achievement of performance metrics measured for the fiscal year ending September 30, 2015, and will then vest over time as follows: 50% on November 6, 2015 and 50% on November 6, 2016. The remaining 40% of the performance-based units are based on the achievement of performance metrics measured for the three-year period ending September 30, 2017, and will then vest at the end of such period.