SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Bintz William J

(Last)

(First)

(Middle)

108 CHERRY HILL DRIVE

(Street)

BEVERLY

01915

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AXCELIS TECHNOLOGIES INC [ ACLS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Product Development

3. Date of Earliest Transaction (Month/Day/Year)
05/09/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/09/2017		M		35,250	A	$6.4	78,417⁽¹⁾	D
Common Stock	05/09/2017		M		25,992	A	$6.4	104,409	D
Common Stock	05/09/2017		M		2,331	A	$7.2	106,740	D
Common Stock	05/09/2017		S		63,573	D	$21.07⁽²⁾	43,167⁽¹⁾	D
Common Stock	05/10/2017		M		22,669	A	$7.2	65,836	D
Common Stock	05/10/2017		S		22,669	D	$21	43,167⁽¹⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$6.4	05/09/2017		M			35,250	07/15/2014	07/15/2020	Common Stock	35,250	$0.00	0	D
Stock option (right to buy)	$6.4	05/09/2017		M			25,992	07/15/2015	07/15/2021	Common Stock	25,992	$0.00	0	D
Stock option (right to buy)	$7.2	05/09/2017		M			2,331	07/15/2016	07/15/2021	Common Stock	2,331	$0.00	47,669⁽³⁾	D
Stock option (right to buy)	$7.2	05/10/2017		M			22,669	07/15/2016	07/15/2021	Common Stock	22,669	$0.00	25,000⁽⁴⁾	D

Explanation of Responses:

1. Of the shares held as of May 9 and May 10, 2017, 20,455 were issuable on vesting of restricted stock units granted under the 2012 Equity Incentive Plan and are subject to forefeiture.

2. The price reported in Column 4 is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $21.00 to $21.65, inclusive. The reporting person undertakes to provide to Axcelis Technologies, Inc., any security holder of Axcelis Technologies, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price.

3. 50,000 options were granted on July 15, 2014 and were vested as to 50% of the options as of May 9, 2017. Of the remaining 47,669 options held by the executive after the sales on that date,22,669 were vested, and 12,500 will vest on each of July 15, 2017 and July 15, 2018, if the officer remains in the service of the Company on such vesting dates.

4. 50,000 options were granted on July 15, 2014 and were vested as to 50% of the options as of May 10, 2017. Of the remaining 25,000 options held by the executive after the sales on that date, 12,500 will vest on each of July 15, 2017 and July 15, 2018, if the officer remains in the service of the Company on such vesting dates.

Remarks:

	Lynnette C. Fallon, as attorney in fact for William Bintz	05/11/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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